Unbound Skies

by Luminary

Rating: teen
Tags: Pinkie Pie, Dark, Alternate Universe, Lyra, Trixie, My Little Pony: Friendship is Magic, Octavia, Rarity, Romance, Adventure
Length: 52379

Equestria isn't what it should be. Fear, smoke and an invisible, ever-growing menace rule the day. A pink toymaker, a noblemare, and an airship captain and her crew are thrown together by peril, and set out to rescue the soul of Equestria

(A collab by JaketheGinger and Luminary)
Equestria isn't what it should be.

Celestia is a figure of distant mythology. Progress has replaced harmony as society's watchword. Progress born of spell, steam and gears. A dark corruption eats away at Canterlot and stretches out its influence.

In the shadow of the dying capital are scattered points of light. The selfless pink toymaker, caring for nothing but a smile. A unicorn noblemare feeding the ghettos. An airship captain who gave up wealth and status to stamp out injustice. They, amongst others, are thrown together by danger and flight, and find themselves gambling on a desperate bid to restore Equestria.

(Welcome to EqD ponies! Thanks for the feature!)

Published 2013-11-09 23:20:02 UTC
Last updated 2014-05-12 22:02:49 UTC

Chapter One: The Toymaker and the Noblemare

by JaketheGinger and Luminary

Twist. Crank. Bonk!

The colt and his mother looked on as Pinkie Pie, who was behind the counter, fiddled with a clockwork contraption. A seal toy with cymbals on its flippers, which would clash together when prompted. It also doubled as a bubble blower.

The mare adjusted the green-lensed goggles on her face, getting out a screwdriver from beneath the counter. Carefully, she held it in her hoof, and slowly turned one of the bronze gears inside the seal. After that, she lathered the inner mechanisms with oil then shut the compartment. The last step was the most important.

The mother and son flinched. “Why’d you just hit the thing?!” the parent asked.

Pinkie raised her goggles, revealing her bright blue eyes. She held a wrench in her hoof that was still vibrating from the impact. “Hitting machines is super important when they break down. It’s like a punishment for them misbehaving.” She pressed a button atop the seal’s head and it instantly smashed its cymbals together repeatedly, blowing bubbles from its mouth. “See?” she said, smiling.

The colt excitedly hopped on the spot, taking the toy and beaming at the tinkerer. “Thanks Miss Pinkie! I didn’t think Mr. Flippers would ever get working again!”

“He really was upset when it broke. You have our gratitude, Miss Pie,” the mother said.

“No problem! Just doing my duty!” Pinkie replied, saluting them.

The mare kept an eye on her son as he giggled in delight, playing with the toy. “Only thing that’s left is the matter of payment.” She dug into a weathered leather satchel, attached to her gray dress. “What’s your rate for repairs? Fifteen bits?”

Pinkie waved her hoof dismissively. “Oh no, I couldn’t ask you to pay that much.” Her eyes locked onto the golden bits as they came out from the satchel. She bit her lip, averting her gaze. “Go halfsies?”

The mare gave her a contented nod and put the required change on the counter. “That sounds just fine.Thank you for the help. Have a good day, Miss.” She turned, calling to her son, but stopped just as they were about to leave. “You’re a rare commodity, Miss Pie; a cheerful soul in a dying city.”

“Weeeeeell… I don’t think it’s dying. Maybe juuuust… It needs more pink! Yeah!” She gave the mother the most serious of sage nods.

“Heh, if you say so. Good day.”

They slipped out of the door, but not before the colt managed to poke his head in and shout, “Thanks Pinkie, you’re great!”

Pinkie giggled-snorted. “And you’re fandabbydozy! Bye!” She gave him a cheerful wave and didn’t stop until the door shut and he left her sight.

Sighing, she scooped up the bits and put them into a small metal case behind the counter, in which they joined tens of other bits. She closed the case, shook it, then placed it into a pouch on her jacket. “You used to jangle. Now you just jingle.” Putting it down, she glanced around her shop with a forlorn look.

It was perfect, all things considered. Sure, the wooden walls and floor were a bit drab, but that didn’t matter when you had tons of toys. Lining the walls were rows of them, beautifully built by herself, all with her own hooves. Most were metal and clockwork, like the monkey candy dispensers, but some were cuddly toys too. A clock with wiggly hands ticked and tocked, rusted gears visible, churning away. It was almost time for lunch break.

To the back of a counter was a door that led into the kitchen. She walked in and checked her bread box. Nothing but crumbs and broken slices. The fridge? Yogurt and chocolate were tasty, but didn’t make for a filling lunch and she didn’t have much of either. All the other cupboards revealed scraps and half empty cans of really boring foods like beans of the blandly baked variety. All signs pointed to her eating out today.

She turned, going past a basket. “Gonna have to go grab some more grub, Gummy. Be a good boy while I’m gone!”

The robotic alligator blinked beneath the rim of his metallic tophat.

Trotting out of her shop, she locked the door and gazed up at the sign. It read The Clockwork Cupcake. The colors were faded now, but it was a business that still brought many a smile to children’s faces when they saw it.

She went along the narrow cobblestone streets, going past houses all squished together and uniform in their blandness. The sky was dulled by cloud and smog. A small, pale yellow disc hung in the sky; sunlight desperately trying to break through the murky barrier.

Pinkie tightened the white scarf around her neck, heading out towards the busier parts of Canterlot. A sooty chestnut colored jacket covered her chest and her back, the tails having a big, shiny button on them. Long brown leggings covered her limbs, but left the tips of her hooves visible. She tugged her goggles down over her eyes; they were starting to tear up from the stinging air.

She could’ve bought a sandwich or something. That sounded good, actually. But she knew she had to save up the bits if she didn’t want to go under. And every, well, bit counted. So her lunch today wouldn’t be nearly as luxurious as normal, and would require going to a different part of the city than those she usually haunted.

Said route took her to somewhere quieter and more decrepit than where she lived. Houses and shops had been abandoned, broken windows boarded up. Rubbish, puddles of alcohol, and things best left unidentified littered the streets. Shady characters shuffled about, but paid Pinkie no mind. Usually she wouldn’t go anywhere near this part of town. It wasn’t as dangerous as some of the alleys in the the Lower City, but it had more of a feeling of desperation to it. However, it did have a silver lining that she just had to go to.

Well, technically, it was a copper lining. The silver had been scraped off, but it’d been nice when it was there. It still managed to be the fanciest place in Rustyard. Like most buildings in the ‘yard, it was made from what was left of one of the old wooden airships they didn’t make anymore. Old brass plates covered most of the holes eaten into it by time and the need for firewood. The whole building had been painted over in a deep shade of purple, which was still only slightly faded. A whole section of the front was taken up by a sign with a single image: a bowl of soup with a wisp of steam, tracing the shape of two feminine eyes.

Pinkie thought it kind of looked like a cushy shop for pretty unicorn-types from the upper city, who wanted something ‘retro’. That certainly wasn’t who was visiting it though. Instead, lined up around half the block was a collection of just about the saddest ponies in the ‘yard. The ones coughing away with Black Lung, or limping from those nasty looking factory hurts you get from having your hoofsies caught in things. Even just the ones with ribs that you could see through their coats. Pinkie, as she always did, stopped half a street away. Her eyes narrowed as if calculating some magic that would fix all that badness.

Except she didn’t really have to. The closer those ponies got to the front doors, the rarer the frowns got. Some of the ones just outside the door were even grinning a little. Maybe because they could hear the happier talk inside. Most likely it was because they could smell what was cooking. Food was superb in that it could cheer up anypony. And Rarity’s soup kitchen gave it out for free. She'd discovered that it was even pretty good! Pinkie’d had to visit before, when her bitbox had stopped jangling or jingling. For a lot of the folks in the Rustyard, those that didn’t have a bitbox at all, Rarity’s was the only thing they had to fill their tummies.

She stared at the scene for a while, wrapping her brain around the fact that, soon, she would be an actor in it once again. She’d try to keep her chin up, that was for sure, but things were definitely going to get tougher again soon. There were worse things than to stand in that line. At the very least, the owner had proved to be a super-nice pony whenever Pinkie met her. Rarity was beautiful, maybe too beautiful. That perfect white coat got sooty too easily. That bright voice, which sang at the start of the night, was tired by the finish. Those eyes, so like Pinkie’s own, sometimes got all teary. As much as Pinkie was overjoyed to see such a friendly face, it seemed a little unfortunate that she was here.

It was sort of like the old mare’s tales about Princess Celestia. You just couldn’t picture her being somewhere like the Rustyard.

Like Celestia, though, she seemed untouchable too. Bad things sometimes happened to beautiful ponies in the ‘yard, but not to Rarity. Nopony ever scratched or wrote anything on her walls either, like they did the other buildings. Nopony was ever so bad that they couldn’t see something purely good. At least that’s what Pinkie thought.

Pinkie joined the back of the line, getting a few stares from the other ponies. She simply smiled at them. Some returned the expression, while others shrugged and looked away. A pang of guilt struck her as she realized why she was here. She still had money, but wasn’t spending it. The ponies around had nothing. But if she wasted bits on herself, she wouldn’t have them for rent on the Clockwork Cupcake. And if that closed then there wouldn’t be toys for anypony.

Her tummy rumbled quietly, as much from guilt as hunger. Hopefully only a little bit of soup would fill it up.

Pinkie was halfway through telling Cast Iron, her new soup-line-friend, the one about the unicorn and the gryphon fishermare when she made it past the doors and into the dining area itself. She was there, behind the serving counter.

As usual, she looked like she was dressed more for a ball than a day in one of the poorest parts of the Lower City. It was a corsetted affair of rich royal blue and cloth-of-gold trimmings, backed by pure white lace and cheery ruffles. It was shinier and cleaner than anything in the ‘yard had a right to be; or a reasonable possibility of being, for that matter.

She looked more tired than usual. Not that her mane was messy, or there were bags under her eyes or any such thing. Her makeup seemed just a little thicker, as if she was hiding imperfections. Plus she wasn’t her normal gushingly enthusiastic self. She was just sitting behind the counter, chatting with the ponies that came up to it without her usual animation, and pouring soup with her magic. Even so, she still managed one of those small smiles for each pony. And each one a little bit different. Sometimes sympathetic. Sometimes happy. Always, however, seeming perfectly aimed to give a little cheer to the pony that received it.

Pinkie wasn’t sure if Rarity’s smiles were real. But the ones she got back certainly were. So that was something.

She walked up to the counter, providing the smile for Rarity this time. “Hi, Rarity! Long day?”

Jackpot! Pinkie mentally cheered, as the unicorn’s crystal-blue eyes finally joined in on what her lips were delivering.

“Oh! Pinkie Pie!” The mare behind the counter sat a little straighter. “Not the day. The Grand Galloping Gala, last night. I’m sure you saw the fireworks?”

She nodded. “Watched them from my roof. I’m guessing you went, then? Oo, that must have been so exciting! I hope you had fun! Oh, and don’t fill up my bowl up to the top, ‘cause I don’t wanna be a greedy-gumps,” she quickly added.

As Pinkie might have expected, Rarity proved more than delighted to share a bit of gossip. She leaned slightly forward, as she always did. “I had the pleasure of going on the arm of Lady Starcatcher. A lovely young mare, but not, I found, one who can handle her drink. I was alone for most of the night.” Rarity pursed her lips. “Still, it was an… illuminating evening.”

Rarity scooped up a bowl with a bit more of her usual flourish, disdaining the ladle to magically spin a trailing snake of the rich orange-gold soup. She’d always done that since the first time Pinkie had rather over-enthusiastically eaten her meal, and burned her tongue. The bit of showmareship cooled it to a far more Pinkie-safe temperature. “Though truth be told, the Gala’s reputation is a trifle overinflated. I think I’d rather have been watching fireworks on your roof too, darling.”

“Aaaw, well there’s always next year!” Pinkie replied with a friendly wink, then took a look at her bowl, and made a pulling motion towards herself.

Rarity floated the bowl over to the pink mare. It was filled nearly to overflowing. The unicorn made a dainty wave of her hoof to cut off any objections. “Now don’t say a thing. Eat. You’re getting skinny again.”

Pinkie’s eyes trailed to the ponies behind her. “Not as skinny as…” She stopped, sighed, then smiled. “Thanks Rarity. You’re a one in a million billion zillion.”

“So my mother must have hoped when she named me.” Hiding a tiny, lady-like yawn behind a hoofkerchief, she made a small shooing gesture. “Go. Have some lunch, you silly thing. And though I’m sure I’m wasting my time with the request, do try to take your time.”

“Okey dokey lokey! You have a fandabbydozy day, Rarity!” Pinkie chirped, taking her bowl and walking away.

“Oh!” Rarity called. “I suppose I should mention, I may be gone for a time, Pinkie dear. I’m leaving enough bits to keep this place running in my absence. It could be a few months. I expect to return to hear that you’ve been availing yourself of our help. And that you haven’t been giving my fillies and colts trouble asking for small portions.”

“What?!” Pinkie exclaimed, zooming over and leaning over the counter. She grabbed Rarity’s shoulders and shook her about. A levitated wooden bowl went skidding along the ground. “You can’t leave! You’re a shining star! A light in the smoky, sooty dark! A, um… you’re wonderful!”

White hooves batted at Pinkie rather ineffectually. “Pinkie! My dress!” she complained. She settled for pressing her forelegs against Pinkie’s own. Trying to project an air of calm, if just to make the shaking stop. She offered the pink mare a fond, if slightly dazed smile. “I’ll miss you too. Truly I will. That’s why I want to make sure you’re taken care of. There’s simply something very important I need to do. Even more important than this.”

Pinkie’s ears lowered, as if sapped of perkiness. “Okay.” She moved off of Rarity, giving her a small smile. “Be careful, though. Pretty please?”

Rarity gave a little dismissive shake of her head. “It’s less dangerous than the fierce old Rustyard, dear. I’m a seasoned traveller, after all. But I promise anyhow.” Rarity rose from where she was sitting. “I’d ask the same from you. I’ve always been so envious of what you do. I might be here to fill a pony’s belly, but where would we be without you to heal something far more critical?” She reached out and placed a hoof against Pinkie’s chest, over her heart.

There was no hiding the rosiness creeping across the cheeks of a pony with Rarity’s colouration. “Now, enough of that, before I get all misty-eyed and make myself look horrible. Let’s get you another bowl of soup.”

Pinkie glanced at her bowl, then licked her dry lips. “All right… but just a halfie.”

=====☼=====

With her belly full and plump, but feeling a little down ‘round the edges otherwise, Pinkie left the soup kitchen. There wasn’t time for feeling pouty, though. Lunch was almost over, and she couldn’t afford time for dilly-dallying—tinker time was about to begin. With a renewed spring in her step she hopped over puddles and rubbles, heading toward the more well-off part of Canterlot where she lived.

It was pretty clear when you left the Rustyard. The old breaker’s yard was surrounded by a wall that was more scrap than stonework, these days. The smell sort of told you too. It became more of the normal smell of enchanted-coalsmoke instead of thick iron and nastiness.

There was a sight unusual enough to bring pause as she passed the walls. Two gendarmes were walking down the street as if they owned it, shouldering aside or hoofing at ponies too slow to get out of the way. That was pretty normal. What was weird was that they were unicorns, not the usual pegasi or earth ponies they had in the lower city. They were all gleaming armor and—just like with Rarity—blue cloth way too clean for a place like the ‘yard. Their barding was criss-crossed with nasty magelit pistols, instead of the clever wheel-locks pegasi struggled with. And judging by the mean, sneery, disgusted looks on their muzzles, they’d be happy to use them.

Pinkie shook her head and went on, leaving the sight behind. There wasn’t anything she could do for that particular case of The Grumps. The tatter on Pinkie’s left ear was a reminder that unicorn soldiers either didn’t like being shown how much fun it was to be nicer, or they didn’t like singing.

They probably didn’t think much of where she lived, either. On a scale of badness, it was just above pretty bad, but below icky. It was the sort of place stuck squarely between getting a name like ‘The Rustyard’ and one like ‘Rose Hill’.

She was almost home when a pony stepped out in front of her. She paused mid-bounce.

“Miss Pie, I—” The pony—a mare—stopped, her perfectly cultured tone being bitten back. She stood, staring with one of those really funny looks ponies sometimes got around her. The kind where their jaw hangs down a little. The mare was as still as a statue until Pinkie started falling again, after a few moments of delay. The stranger blinked and reached up, rubbing at her eyes with the back of a foreleg.

Pinkie waited with look of eager expectation. Time had taught her that it was the best thing to do to keep ponies from stammering a lot. Well, not Time Turner, who ran a really neat clock shop nearby. The ordered, linear progression-y thing, where one event precedes another. Time Turner had taught her about how to properly deal with a self-winding mainspring, but not much about ponies.

The pony took a breath and straightened herself up. She seemed pretty cozy in that poised pose, too, as if that was the way she normally carried herself. Pinkie would have thought she was from Upper Canterlot, except that was impossible. The mare was an earth pony, not a unicorn. She sort of reminded Pinkie of Marble—or as Pinkie liked to call her, ‘Inkie’—her sister. Light grey coat, a darker grey—well, black in this case—mane, and purple eyes. The edges of Pinkie’s lips tugged upward a bit. She liked this mare already. Well, more than usual, for strangers.

“Madam Pie,” the stranger started again, walking forward toward her. Pinkie would have said she moved like a fancy-pants pony too, except it wasn’t quite like that. It was more flowingly catlike. Each rear hoof-fall setting itself precisely where the one in front left. “I have a proposition for you. The opportunity for lucrative employment.”

Had this mare fallen from the heavens above, just to give Pinkie a second chance? Maybe. She didn’t seem bruised, though. “Lucrative employment would be great! Money doesn’t make the world go ‘round, but it helps ponies keep chugging along. Whatcha need? I got bubble blowers, catapults, race carriages, cuddly toys, not-so-cuddly-but-awesome toys, even a mechanical ostrich that foals can ride… whatever you need, I can make it!”

“Ahh.” The stranger raised one lace-frilled foreleg. “My employers aren’t interested in toys, Madam Pie.” She paused for a moment, inclining her head slightly, to correct herself, “Or most of them aren’t, to my lament. Rather, I represent the crew of a very particular ship. One with very particular needs. The scales you’d be working on would be rather larger. Much like the pay.”

Pinkie rubbed her chin, mulling over this proposition. “Is this like a ship that delivers presents to all the children in the world? Or does it deliver candy? ‘Cause both would be amazing!”

The mare blinked numbly. Her cultured voice faltered, becoming ever-so-slightly husky with strain. “No. We aren’t a foal’s tale. We’re a ship of fortune, Madam. We work on contract, if the bits are good, and the causes reasonable. Your task would be one of precision engineering work. Our ship has needs far different from a standard boiler-driven ship. Aiming mechanisms, flight mechanics, custom clockwork, maintenance of small gearwor—”

“No thanks! Seems waaay too technical for me. I think about the bigger picture—in the chimney.” She smiled brightly. “Besides, I love my work! I wouldn’t give it up for all the cupcakes in the world. Mostly because I can bake them, so I kinda have an unlimited supply of them anyways.”

“Your reputation would indicate otherwise in regard to your skills, Madam. Not to put too fine a point on it, but our ship was lucky enough to come into possession of one of your clockwork globes.” The mare’s tone seemed to very pointedly shy away from calling it the Funducational GeoSphere. “It has functionally replaced our need for charts, and has been an incalculable boon. We have no doubts as to your qualifications.” The mare brushed a hoof along her opposite sleeve, unsuccessfully trying to clear off some soot. “And truthfully, Madam, you deserve far better than to be in a place like this.”

“Nah, I like it here. Sure, the scenery is just—” she stuck out her tongue and made a retching noise, “but the ponies aren’t too bad. And my shop is like a beacon of joy to all the children around! Which makes their parents happy, and their friends happy, so happy smiles all around.”

The mare’s lips twitched, just slightly. It wasn’t much at all. Most ponies who weren’t Pinkie Pie would never have seen such a tiny upward-pull. “I do believe I understand.” The grey pony took a half-step back, to make a courtly bow, low enough that her long, black mane nearly brushed the road. She held it for a few beats longer than was strictly necessary, before straightening back up to that perfect, upright posture. “My employer will be disappointed. But she, as I, know the value of doing what one believes is right. If you change your mind, however, look for the Plain Sight. We’re docked in The Bellows’ skyport for the next several days. Berth six. We would look with favor upon any conditions you might impose for employment.”

Pinkie nodded, her mane bouncing around. “Okey dokey lokey. Maybe I’ll come drop off some treats for you before you have to go! Thanks for the offer, anyways,” she chirped.

With an acknowledging dip of her head, the stranger turned, with the usual swish and rustle of layered skirts. She set off, with that same feline prowl, toward the thickest black on the horizon; toward The Bellows, where the massive boilers churned through tons of thousand-year-coal, to provide hot water and steam for the city’s use.

Pinkie hopped along, taking shortcuts through narrow alleys, being careful to avoid stepping on the rats. The cockroaches were fine though, since they were the surviving champions of all bugs ever. When she got back to her shop, she opened the door, causing the bell to ring. Going past her counter, she headed down into the basement, to her workshop den within.

It was a cluttered mess of random parts and tools. In the center was a big wooden table, tons of metal pieces scattered about on it. To the sides were shelves, boxes and tools for tinkering purposes. Trusty wrench in hoof, she entered an intense state of concentration as she worked on her toys. It was tough at first, keeping still enough to maintain the precise movements needed with tinkering. But after a lot of practice, she learned to keep her body fairly still, while her mind did all the exciting stuff. Like coming up with great new schematics. Or trying to figure out the elusive gear ratio of ‘fun’.

Pinkie’s tinker-trance was shattered when a loud thump echoed from the floor above her.

Her ears twitched and she put down her tools. Gummy wasn’t heavy enough to make a thump. He made bumps. Plus, he wasn’t the most active animatronic alligator around. She crouched low, adopting a stealthy pose, and carefully creeped up the stairs. Opening the door at the top, she went onto the shop floor, peering about.

The back door to the shop floor was open, which was strange enough, since Pinkie always kept it locked. The doorframe didn’t seem all splintery though, so it hadn’t been forced. Pinkie’s display of music boxes had seen better days. Some were on the floor, open and competing with one another for who had the best cheerful tune. And half-sprawled under that broken shelf was a pony who hardly seemed to be there to enjoy the super-cool music.

It took a moment for Pinkie to figure out who the pony was. The signs were there, sure. The white coat. The curled purple mane. Even the pretty dress, the blue corsety one, accented with paper-thin, overlapping wafers of lapis she’d overlooked before. They looked like dragon-scales and would look pretty amazing on one of her spark-breathing dragon toys. What made it hard to recognize her was the mess. The strands of mane out of place. The running mascara. The harried look. And most importantly, the blood; it ran down the side of the noblemare’s graceful neck from a long, thin cut, to soak into the ruffles of formerly white fabric at her tall collar. Even when Rarity was worn and frazzled from helping ponies in her soup kitchen, she’d always somehow still seemed perfect. Maybe even more perfect, in Pinkie’s eyes. Now she was, well, a bit of a wreck. There was something that felt very wrong with a world where that could happen.

“Rarity…?” Pinkie blinked. Then blinked again. This wasn’t a dream. Slowly, she approached, keeping her voice low. “What happened?”

Rarity’s head shot up, but her eyes seemed unfocused at first, her expression uncomprehending. It took a few moments for any recognition to spark in her eyes. She immediately breathed a sigh of profound relief. “Pinkie,” she began, before pausing to take a look at her surroundings. Her tone seemed faint, as if she wasn’t entirely home. “Oh. Oh dear. It seems I’ve made rather a mess, haven’t I? I’ll pay for the damages, to your toys, and your lock. Just… one moment.” The unicorn struggled to get a perfectly filed hoof under herself. Her forelegs trembled as she started to rise.

“Wait! You’re hurt!” Pinkie rushed to her side, gently setting her down. Rarity seemed all too happy to lean into her forelegs. “I’ve got some stuff that’ll help. Stay here, I’ll be back in a jiffy.” In less than ten seconds, she was out then back in with a damp cloth and bandages. Using the cloth, she dabbed at the wound, being very tender in her movements. They both winced. “Who did this to you?”

“The Lord Regent’s bullyboys, I’m afraid.” Rarity slowly reached a forehoof up, placing it overtop Pinkie’s own, halting her dabbing at the wound. She dipped her muzzle closer, to meet the slightly smaller mare’s eyes. “Pinkie Pie. I know you’ve no reason to help me. We don’t know each other half so well as I’d like, but I have no other place to go. Canterlot-proper is closed to me, and my allies with it.” She seemed to realize she was edging toward babbling. She stopped, to collect herself and take a slow breath. “I desperately need your help. So many lives more than my own depend upon it. They’re searching for me.”

Pinkie scrunched up her muzzle. “You need an out, then. Hmmm…” The room seemed to illuminate for a moment, just as Pinkie leapt up, gasping. “I got an idea! But you gotta trust me on this, since I’m basing it off a hunch. And I know that I trust you, since you’re super-nice, even if this is all completely wacko.”

Unease coloured Rarity’s expression for a brief moment. She squared her jaw in aristocratic fashion, and gave a short nod of her head. “Times like these require leaps of faith, don’t they?” She managed a smile, slightly fragile though it was. It was all but a gift. “And thank you, Pinkie Pie. For trusting me, in turn”

“You make it sound like that’s a hard thing!” she exclaimed. She pointed at Rarity. “You got bits, right?”

Rarity clicked her tongue, clearly trying to lighten the mood. “Tsk. Is this a shakedown, Miss Pie?” She reached into the ruffles of her gown and levitated out a distressingly small bit-bag. Looks were apparently deceiving. “Only a few tens of thousands. In fire rubies and platinum bits. Is that enough? I wasn’t entirely prepared for departure. I have some trade slips too, but we’d need to go to a bank, and that would seem unwise,” she answered, apologetically. Her worried tone was depressingly sincere.

Pinkie’s jaw hit the floor. She grunted in pain, rubbing it as it went up. “Wowza… that’s way more than more than enough. It’s almost—”

The front door violently slammed open, with a worrying crack of wood. The pleasant, jingly bells above Pinkie’s door made a sound more like a clang as the door struck them, followed by a unpleasant clatter as it bounced down the aisle, not a few hoofspans from the fluff of Pinkie’s tail. Rarity’s eyes went wide.

“Knock knock,” an urbane, Canterlot-accented voice called out into the shop.

Pinkie put a hoof in front of her lips, then slipped away to the counter, looking at her new ‘customers’. It was the same bullies she saw in the street on the way back here. Pinkie never forgot a face. They had the same Upper City uniforms and armor. The same pointy unicorn horns. The same coats and manes. And most especially, the same meanie looks. Like they’d just stepped in something gross.

“I love those ones! Who’s there?” Not even Pinkie’s smile was enough to wipe away their intimidating frowns. She sighed, then leaned forward on the counter. “All right, what’s up?”

The gendarme standing behind was the one who stepped forward to speak. A huge mare—probably—with a yellow coat, who stood almost as large as her stallion partner. She used that size to full advantage, towering over Pinkie from across the counter, standing in the light of the window and throwing the colourful mare in shadow. Unicorns were always good with flashy details, Pinkie’d found; this one would be a natural at ghost stories. “You’re Pinkie Pie?” the soldier all but growled, in question.

“The one and only,” she answered, putting a hoof on her chest. “Need a toy for your kid? Ooooor…” Her eyes darted about. “Is something fishy goin’ on?”

The two gendarmes looked toward one another. The stallion gave a small, noncommittal shrug. Clearly they were expecting a somewhat… different response. “We’re looking for a mare,” the yellow unicorn continued, her voice still gruff, but some of the cruel momentum had gone out of it. “A courtier and designer. Rarity Belle. Word is that you know her.”

Pinkie dragged on a thoughtful hum, then shrugged. “Rumors are silly like that. I mean, I’ve never gone to the really rich and nice places like she does, and I don’t think she’d like to go where I am. Maybe ponies just thought that we met ‘cause I’m nice. I dunno. Well, I know that I haven’t seen her.”

The unicorn shot her a rather unamused look. “You seem well-informed about the habits of a pony you’ve never met.” The hulking mare’s horn lit with a dark orange aura, which crept along the gilded grip of one of the enchanted pistols affixed to her barding. “And after trudging through the trash down here all day, I’m not in the mood to be fucked with by some pink mud pony.”

Pinkie bit her lip, feeling beads of sweat rolling down her face, her heart thumping in her chest. “That’s because of rumors, you know? I just heard it through the grapevine, honest. I really don’t know anything!”

Gummy climbed onto the counter to check out the commotion. He stared at the guards with his illuminated purple eyes, cold and piercing. He blinked, dull green metal eyelids moving independently of each other. The gears on the tops of his legs moved, but did so with an unnatural silence.

Both gendarmes paused again, staring at the mechanical alligator. He continued to gormlessly stare back, undeterred. The only sound in the shop was the tick of Pinkie’s old clock, and the quiet winding-down of one of the fallen music boxes.

The stallion sighed, one of his ears flicking. He reached up and placed a hoof against the mare’s shoulder. “Forget it. This weirdo isn’t worth the report we’d have to make to the nagging old bitch if we put a bullet in that empty head. A mare like Rarity wouldn’t be caught dead in a place like this. C’mon. We’ve got other places to check out.”

For her part, the mare looked back toward Pinkie, with narrowed eyes, her aura staying lit. Finally, she seemed to make a decision. She shrugged her partner’s hoof off of her shoulder and glanced toward him. “Yeah. Screw it.” She slid her held pistol from its loop with her magic. She levelled it at the pink pony with a cold eye, a little hiss sounding as the magical match began to smolder, primed.

Pinkie froze.

The pistol turned, levelling on the brass alligator. There was a sharp pop. A choking puff of dark grey smoke poured from the end of the weapon. The unicorn didn’t even wait for the smoke to clear before she shot Pinkie a nasty sneer. “Thanks for all your help, citizen.” She turned, her magic sliding the weapon back into place as she trotted from the store with a certain satisfied spring in her step. Her partner went along a half-step behind her.

Pinkie deflated when they were gone, expelling all that nasty tension that had built up with her. Waving away the smoke frantically, she turned towards her pet. “Gummy?! Are you okay?!”

The alligator blinked, the bullet trapped between his lips. There was a whir and a cheery metallic tick as he swallowed. He blinked again.

Pinkie wiped her brow, then picked him up, gave him a quick nuzzle and placed him in her mane. “Phew… I thought you were a goner.” He instantly latched onto it with his mouth. Originally, he had teeth, but after a child had returned him saying that he had eaten one of the other toys, they were removed. The colt never came back, though, so Gummy stayed.

The tinkerer turned, going back to Rarity. The slight blue glint of her magic could be seen shining on the copper and brass of the toys in the shelves around her, but it doused itself before Pinkie could turn the corner. “Okaaaaay… looks like we gotta hustle before we get busted. They’ll be ba—”

Pinkie’s reassurances were cut off by a near-tackling embrace. White forelegs wrapped tightly around her neck, holding on with a desperate strength that seemed out of place on such a dainty pony. Pinkie could feel a bit of moisture seeping into her coat where Rarity’s face was pressed to her neck. When Rarity spoke her voice was muffled by Pinkie’s fur. “Oh, darling, I thought you’d paid with your life for helping me.”

“I thought I was about to, too, but nope! Gummy got a free meal instead.” She pointed up, gently moving Rarity’s head so that she could see the alligator.

“I… I’m afraid I don’t know what that means.” The mare turned her head, giving the cotton-candy mare a grateful nuzzle on the cheek. A dazzling smile dawned on her face, before she continued, “But thank you. It would have been easy indeed for you to tell them. Most ponies would doubtless do it, expecting a reward. And given how life is down here, I couldn’t blame them.”

“Helping good ponies is the reward that I’m after. The smiles help too.” After giving Rarity a strong smile, in demonstration, she wiped away her tears with a soft touch. “But we really have to go. Like, A.S.A.P: as Speedy as Pinkie.”

Rarity dipped her muzzle in a nod of concession. “Well, I could hardly deny the wisdom of my savior, now could I?” She took a half-step back and went about fretfully straightening her already-ruined gown. A flash of levitation magic from her horn deftly pushed something further up her wide sleeves. “Though I’m afraid I’m rather poorly dressed for being a fugitive. I should hope we don’t go anywhere too horrid. This is Neighponese cloud-silk. It’s very easily stained.” Her magic tugged at the blood-stained fabric of her collar, and she pressed Pinkie’s cloth back to her neck. Her smile became a trifle embarrassed. “Well, I suppose that I should count my blessings if that’s the worst that happens.”

Pinkie nodded, then double-timed it upstairs, grabbing everything she could and piling it into a faded white bag. She packed light: a few gadgets and essential tools, whatever food she could scrounge up, and finally a photo of her family by her bedside. It depicted Pinkie and her family, her sisters grinning, and even her parents wearing a subtle smirk. She stared at it for a few moments, then put it into her bag too. It looked like the day promised to be full of adventure. A day like that might require an Inkie-and-Blinkie pick-me-up along the way, like some gloomy ones did. Rushing back downstairs, she regretted that she couldn’t take her bed too; it was old and creaky, but still comfy.

She went to close her back door. There wasn’t much left of the lock. It looked as if somepony had pushed something sharp through the metal face, right through the deadbolt.

Huh.

With a shrug, Pinkie shut the door and slid a heavy old bin of metal castoffs toys she’d been using for spares in front of it, to keep it shut. She headed back toward the shop floor.

Stopping, Pinkie stared at Rarity in those fine clothes she wore. “I think you’ll need a disguise… here! Take one of mine!” Before Rarity knew it, there was a blur of boring colors. Just a moment later, she was covered in tattered rags, obscuring all of her coat. Cracked goggles protected her eyes.

“Don’t worry,” Pinkie said, tapping her bag. “Your silk stuff is in here.”

Rarity stood stock-still. She seemed almost reluctant to look down at herself. Clearly it made for a battle of wills as she did so. “I-is that undyed burlap?” she asked, weakly, her voice almost a whimper.

“The most undyed there is!” Pinkie cheerfully replied, nodding eagerly. She dropped her voice to a stage whisper. “It’s very good for sneaking around.”

Rarity swallowed heavily, and nodded her head with fragile stoicism, her lower lip quivering. “Well, that’s one answer.” Her horn lit, driving Pinkie’s hair down flat against her head. She peered up at Pinkie’s forehead. “For the other, I thought you were an earth pony. Was that Wisteria’s Wardrobe Wipe you used on me? I’ve never seen it cast so deftly. I barely felt a thing.”

Pinkie blinked, raising an eyebrow. Ponies often said a lot of really weird things to her, when they got that puzzled look. This one was a first. “A what? I don’t have any horn, silly!” She tapped her head. “We don’t have much time though, so I just changed your clothes the quickest way I knew how. Now we really gotta go!” She looked toward the front door. “There’s a flight we gotta catch.”

Author's Note

Fun fact: We had to flip a coin to decide who would post this on their account.

Endless thanks to JaketheGinger. He not only got me writing again, but his was the influence to get this story humming along. If it had been just me, it'd be twice the length, and we'd be half as far. Most of you would now be yawning. Who knew that coauthoring with someone with so opposite a writing style could work?

Also, thanks to all the great corrections and suggestions from our pre-readers, 621Chopsuey, Aburi, Web of Hope and Dusk Watch, as well as my ever-mysterious and anonymous editor.

Chapter Two: The Dagger in the Dark

by JaketheGinger and Luminary

Pinkie switched the sign from ‘open’ to ‘closed’, locked the door, then patted her shop with a fond smile. Sure, some children might turn up disappointed at the temporary closure, but saving a pony’s life took priority. Pinkie paused to ponder over her perplexing plight. But unfortunately, try as she might, there was no way she could be in two places at once. Gummy, meanwhile, was sitting on her head, thinking Gummy thoughts. Whatever they were.

While the pink pony prudently prepared, Rarity was busying herself with a small, cracked mirror inside one of the music boxes. She was staring intently at herself with a frown, using a hoof to try to coax her mane fully under the hood of her traumatizingly artless attire. In the absence of a proper makeup case, a bit of chimney soot stood in for darkening her protruding horn and her face. However, a disguise based primarily upon smearing oneself with dirt was bringing no small share of shudders.

“I-I think I’m prepared to go, Miss Pie.” Rarity’s voice was faint. She seemed all too grateful to turn away from the mirror and the sooty horror it reflected.

“Goodie! If we’re speedy and sneaky, we should be able to be slippy. The guards won’t notice anything,” Pinkie said. “Do you know a shortcut to The Bellows?”

A frown darkened Rarity’s unevenly grey features. She gave a quick shake of her head. “I’ve had little occasion to visit places of industry. I know a few ways out that lead beyond the gates. But to the heart of the Lower City? No.”

“Gummy knows plenty of hidden ways around the city; I let him waddle around to find oil spills so he can have some bath time. If we need to, we can follow him,” Pinkie replied. Her alligator blinked. “Let’s go. We can take it as it comes.” Tempting as it was to hop, she decided to settle for a casual walk.

“I suppose we shall have to,” Rarity murmured to herself. Though she gave a worried look in the direction of the perching alligator, she followed along. Her posture almost naturally sank down from a proud, aristocratic canter to a weighty slouch. She seemed to age a dozen years in the span of a second.

There was little to talk about as they travelled. Most houses looked empty, curtains drawn. The ones that looked even mildly inviting had decaying features such as dying plants on their windowsills. For the most part, the streets were fairly clean. At least, they were compared to The Rustyard. Conditions could definitely be better, but there was a sense of reluctant contentment. Ponies walked along with bland expressions, not bothering to get in a rage about the dismal state of things. All of them walked by the pair, barely acknowledging their presence.

There wasn’t a foal to be seen. That absence always nagged at Pinkie, like an achy tooth. She was proud of her toys. She really, really was. But it used to be that a ball would have stood in for the fancy contraptions she designed. Ponies seemed to let their fillies and colts out less and less. The gendarmes got meaner. The air stung the eyes. The soot got everywhere. And nothing was happy and green unless you painted it that way—which actually sounded like her next project. Her shop needed painted murals! Trees, birds and pretty much all the things that weren’t around in the city anymore. Well, she also needed bits for paint, too. But dreams were good. Everypony should have something to look forward to.

Unfortunately, reality didn’t often make fulfilling those dreams easy.

“Pinkie Pie,” Rarity cut in, shaking Pinkie from her reverie, “don’t things strike you as… wrong?”

“Wrong’s a really strong word.” She looked around again. Closer, this time. Fragments of a better time were buried within the present. The awe-inspiring Canterlot Castle that stood over the skyline—a testament to pony ingenuity. Faded shop signs that spoke of happier days. Occasionally, she even saw a couple of ponies talking to each other as if blissfully unaware of the world. “I’d say ‘not perfect’.”

“So it is,” Rarity affirmed. She was quiet for a moment, seemingly in thought, to consider Pinkie’s qualification. In the end, however, she shook her head. “Don’t mistake me, there’s good and beauty to be found anywhere.” She reached out, and placed a hoof on Pinkie’s shoulder for a heartbeat or two, before resuming her sunken trot. “However, things aren’t as they should be. The Equestrian people are good ponies. Their leaders are too, traditionally. But things aren’t supposed to be like this, Pinkie. Soldiers and wars. Cities where nothing grows. Famine and illness. There’s a sickness at the heart of Equestria.”

Pinkie turned her head. “What? But it’s been like this since I was born, and since my parents were born, and probably their parents too!”

Rarity stopped, scuffing the ground with a hoof. “Industry is nothing new. The price of progress, and so on, as unflattering as it is. But what of the Lord Regent? It’s hardly a hereditary position, and yet the old Regent’s son has sat wearing the Crown for years. Ever promising to hold an election once things have ‘settled’ after his father’s ‘untimely’ death. Places like the ‘yard are full to bursting. Unicorns are getting increasingly insular. Ponies fear the gendarmerie instead of going to them when in fear.” Rarity flicked an ear under her hood. “Perhaps you simply have never seen things otherwise. There are better places. Places where the sun still shines.”

Pinkie stopped walking. She looked down, her brow furrowed. Rarity was very right about all of that. Perhaps that’s why she opened a soup kitchen: to make a difference. Maybe that was why Pinkie herself opened a toy shop. Those were small differences and wouldn’t affect the big picture, though. It was a lot to think about—the fact that the system you were raised in wasn’t the right one.

Pinkie shook her head, dispelling those thinky-thunky thoughts. “You talk too much. C’mon, we gotta go go go!” she cheered, nudging Rarity along.

A laugh spilled from Rarity’s lips, quite without her consent. The pink pony’s attitude seemed infectious. “Maybe I do,” she admitted, gifting the other mare with a bright smile, before speeding into a light canter.

=====☼=====

Their cheer lasted for the length of another block. It was then that the curving of the street revealed an obstacle. A half dozen soldiers had set up a checkpoint at the entrance to one of the Lower City’s tramways, and were stopping ponies at the intersection it serviced. Though the extent of their search seemed to be checking the citizenry for horns, a rare sight outside of Upper Canterlot.

A hastily assembled toll booth and gate had been cobbled together from pieces of scrap. Guards sat on crates or stood and surveyed the populace. Despite its mix-matched appearance, it was one of the better-looking things in the city, Pinkie thought. At least it had color.

“Hmm… we’re not getting through that. Or,” Pinkie swept her foreleg up in an arc, “over it. Or under it either.”

Rarity bit the inside of her lip, turning herself with no small nervousness to face away from the still-distant guardsponies. “I’d hoped to take the rail. It would get us to this ship of yours in less than an hour, and permit me to get you out of danger.” The unicorn seemed to come to a conclusion. A resolute look hardened in her eyes. “I think we had best part ways, dearest Pinkie. I need but the name of this ship, and I can let you get back to your shop.”

Pinkie wasn’t listening, instead following Gummy down a poorly-maintained flight of stone stairs to the side of the street. “Of course! We can go around it! Gummy, you’re a genius!”

After a moment of hesitation, Rarity followed. Her voice dropped to a whispered hiss. “Pinkie! I was trying to be self-sacrificing. I think we should…”

Pinkie hummed to herself, reaching the bottom of the stairs. The way to the tram track was blocked by a wall, preventing any ponies from wandering out onto the railbed which cut through the shabby neighborhood behind the station. Lower Canterlot was built upon plateaued tiers cut into the foothills below Canterlot proper. An almost univeral rule of hoof was that things got worse as you got further down. In this case, it was no exception. At the bottom of the stairs the passable but unimaginative homes gave way to shabby tenements and small alleyways. It was secluded, dark, and uninviting. The buildings were clustered in oppressively close, all but blocking out the meager late-afternoon sunlight. They almost seemed to lean inward at the top. Then again, the Lower City wasn’t known for quality construction and straight lines, so it might have been more than an illusion.

Rarity trotted along more quickly, despite how painfully loud the clatter of her hooves seemed to be away from the cacophonous bustle of the streets. The courtier found herself huddling in close to Pinkie Pie. If anything, her voice was even quieter than before, and that much more insistent. “Dear, we have to turn back. We’ll find another way. Gentlemares like ourselves simply don’t go into these places.”

“Gummy does!” Pinkie replied matter-of-factly, pointing at the alligator who was heading down an alley, brass feet splashing in the sewer ‘stream’ in the middle of the path. Pinkie kept an eye on him, but gave Rarity a reassuring bump with her hip. “We’ll be fine. We just gotta stick together!”

Gummy took a sharp right, going down an even thinner alley that only ended with a high brick wall. A couple of worn posters were on the walls, offering a reward for a mare with a gaudy, star-adorned magician's hat. The details were impossible to see through a positively unhealthy amount of graffiti. At the end lay a large garbage bin and a couple of crates stacked up nearby. The latter was what Gummy pattered up to. He didn’t stop once there, and continued trying to walk in a straight line through the crate; his snout bumped up against it, and his little claws scraped uselessly at the ground. He didn’t seem at all aware that he wasn’t moving an inch.

“Okay, I think I get it. Gummy wants us to stack stuff, then we’ll climb over the wall!” Pinkie explained, like it should have been obvious.

Rarity took one look at the collection of boxes, most of them damp with assorted foulness, and shook her head. “Surely there’s some oth—”

A rustling sound from farther into the alleyway silenced the mare. The clop of hooves preceded a pony lurching blearily from behind the bin. He’d likely been a friendly tan at one point, but dirt and ash conspired to muddy it. His mane, presumably once green, was rough and unkempt. There was a horn atop his head, or the stumpy remains of one; it was sheared near to the base, too far down to regrow, likely as punishment for some crime where magic was used.

The stallion went first to the scraping clockwork gator, and prodded it with a hoof, absently flipping it over, before he seemed to notice the two mares standing in plain sight. His lips twisted from a frown into a nasty smile. He turned, and started unhurriedly in their direction.

“Eh-heh.” Rarity forced a nervous laugh, taking several steps backward, and pushed a forehoof against Pinkie’s chest to urge her to do the same. “Hello my good, um, fellow. It seems that you’re in luck. I have a proposition. We need a big, strong stallion to move a few boxes for us. And I’d be willing to offer a few bits in exchange.” Rarity glanced around as the broken unicorn continued to advance, searching for something to grab with her horn. “Would that be… satisfactory?”

“Oh, I think there’s gonna be a lot of satisfaction to be had, lady,” he smugly answered. He dipped his muzzle down to root under the neck seam of a shirt not so different from Rarity’s disguise, save for being rather less clean. He drew a crude but nasty looking knife from beneath it. Like many unicorns unused to carrying things in their mouths, he spoke around it mushily. “We’ll shtart wish the bits an’ go from there. Maybe a lil’ time wish the pink one, eh?”

Pinkie already had a wrench in her mouth, standing between Rarity and the stallion. She looked at her companion, jerking her head toward the end of the alley (where Gummy was still walking into the crate), then faced the mugger. “I can spend time with you, sure. But I kiiiinda have things to do first, so could’ja please step aside? I don’t wanna have to start bashing and screaming and flailing.”

“Aw, shweetie, you’re shpeaking my language. Shcreaming and flailing is how I like it.” He managed a convincing leer around the knife as he took an undeterred step forward. His tail flicked behind him with mad excitement.

Pinkie started jogging on the spot, raring to go. The movement kept her going. Got her heart pumping. Made her feel alive. Kept down the screaming part of her brain.

In defiance of Pinkie’s urgings, Rarity lit her horn, all but tearing the saddlebags from the earth pony’s back, and started rummaging around inside. She pulled out a positively bewildering combination—and quantity—of tools, toys, cans of baked beans, and other apparent junk, in search of what she wanted.

The stallion’s pace quickened, his hooves splashing through the noxious puddles and streams in the alleyway. His jaw tightened on his knife, his teeth digging into the splintered wood of what could generously be called its pommel.

Pinkie bent her knees, her legs twitching in anticipation. She tried to narrow her eyes and look somewhat intimidating, but they were as wide as the moon instead. The wrench almost dropped from her mouth.

A glimmering light arced out of Pinkie’s half-emptied saddlebags. A glassy shape, sparkling brightly with sky-blue magic and the meager light from above, lanced down toward the stallion. It came to a sudden, momentum-ignoring stop in the once-unicorn’s path. His hooves clattered and skid as he tried to stop himself. It was only mercy that saved him, as the object floated backward just far enough to leave itself pressed to the skin at the center of his throat, instead of burying half its length into his neck.

A slender, hoofspan-long diamond hovered in midair, held tight by magic. Its edges were razor perfection. The points of its kite-shaped cut were enough that the merest brush sent a little trickle of blood carving a path along the stallion’s throat. There was a metallic clatter as the knife fell from his slack jaws.

Rarity cleared her own throat. Her tone was positively icy. “As I was saying. We need a big, strong stallion to help us move a few boxes.”

Pinkie gasped, once more almost dropping the wrench. She stepped back, eyes darting back and forth between Rarity and the attacker.

For once, she was speechless.

=====☼=====

A horrible screeching sound echoed through the alleyways.

The passing of several minutes found the stallion with his back set against the largest crate, trying to push it along with his rear hooves, scrambling desperately for each inch. He toiled under the watchful eye of the wrench-toting Pinkie. Rarity busied herself with repacking Pinkie’s bags, using a quick spell to clean the objects she’d discarded before putting them back in. Her diamond weapon hung overhead like a bird of prey, waiting to swoop.

Gummy lent his support by continuing to walk forward into the crate from an entirely different direction..

“I wasn’t going to hurt ya,” the stallion grunted, breathlessly, before wedging himself more tightly against the crate.

“Talk to the alligator, ‘cause the mare ain’t listening,” Pinkie warned, glancing at Gummy. “And he isn’t listening either.”

After a few more strained pushes, the named alligator reached the end of the crate. His snout freed of obstruction, he soldiered relentlessly forward, oblivious of how he put himself under the stallion’s hooves, nearly tripping him. The ponies waited for the scraping of tiny metal claws to resume as the mechanical gator found the far wall, but the sound never came.

“Huh? Gummy?” Pinkie lowered her head, following Gummy’s movements. She found him travelling through a hole in the wall, which the crate had previously covered. It was big enough to fit a pony through, but it’d be a squeeze. There would probably be bruises the next day, too. “See? Gummy is a genius! He found a way through!”

Rarity brandished her razor-edged gem in the stallion’s direction, sending him backing up several steps, before gathering up Pinkie’s bags and setting off to investigate the new path. She bit her lip for a moment and gave a resigned nod of her head. “Very well. I’m following a wind-up lizard into a hole in a wall, in a foul, decrepit alley. And it’s the very best course of action available. My life has taken a rather strange turn lately, Pinkie. Yesterday it was all wining and dining Lady Starcatcher, dancing with the Dukes Steel and engaging in proper courtly daring-do.”

Pinkie poked her head out of the hole, having already gone through. “What was that, Rarity?”

“Nothing, dear,” she replied, lowering herself awkwardly to keep her tail or barrel from getting anywhere near the ground as she went about trying to fit herself through the hole.

=====☼=====

Rarity’s hooves desperately scraped at the bricks of a low wall as she tried to haul herself over the top of it. Sharp cracks sounded as rifle balls struck the masonry to the side of her. If she’d had the breath to spare, she’d have thanked the sun that there were few good perches nearby for pegasus gendarmes to settle, to free their wings and bring their wheel-locks to bear. Their accuracy at range was less than impressive.

As it turned out, she did find the breath to criticize. “Why would you…” Her words trailed off into a grunt as she levered herself a bit further, getting the elbow of her foreleg over the other side. “...start singing?!”

“Because every journey needs a good travelling song!” Pinkie darted her head to the side, a lead ball flying past her. “Otherwise we’d get bored! And boredness is a huge drag! You know the saying, right? ‘Time flies when you’re having fun’.”

“Our pursuers can fly, too.” Rarity muttered through gritted teeth, pausing for a moment to take a breath. It really wasn’t Pinkie’s fault, she supposed. It was tragic timing that a gendarme had been right overhead during the cheerful mare’s opening refrain. It had taken only a few shouts to attract further soldiers. Still, it was hard to be forgiving when one was being shot at.

Any further pondering was cut short by a spray of stone chips striking Rarity’s cheek. She yelped, then went quiet as she stared at the small crater from a bullet hole right between her muzzle and foreleg. She felt a tremble coming on, but ignored it in favor of more mad scrambling of hooves against rough brick.

“No time to chat. Time to go!” Pinkie darted forward, her hooves spraying gravel from the out-of-the-way tramway track bed they’d been following to stay off the roads. Her powerful legs coiled, and earth pony strength launched her up into the air below the unicorn. Puffy-maned head struck burlap-covered rump, sending Rarity spilling over the other side of the wall with a wail, legs flailing.

Pinkie herself followed a moment later, leaping up and vaulting over the top with far less fuss. Rarity was still groaning on the ground, rubbing the tip of her muzzle when Pinkie nimbly landed beside her. “What do we do now?!”

“I’m not made for this sort of grunt work,” the unicorn said, with a hint of petulance. “I’m a lady, not some rogue.” She shook her head to banish the thought, before looking around quickly. “We’ll never escape pegasi in the open streets. We need to get to tighter quarters.”

“How far does it look to The Bellows? A five hundred meter dash? ‘Cause it’s all metally and wonky and stuff around the factories. We can lose ‘em there,” Pinkie suggested, helping Rarity up and urging her forward.

“Thank Celestia that all those parties keep me dancing.” Rarity glanced sidelong at her pink companion as she started off at an accelerating canter in the direction of the towering iron factories nearby. “If I fall behind, keep running. I’ll catch up.”

Pinkie tried her very hardest to keep with Rarity’s pace. When the sounds of the incoming guards got too close for comfort, she began to gallop ahead, gaining more speed. Occasionally she’d look back at the lagging Rarity, but too many hops, skips and jumps over things were needed to maintain it.

It was during one of those glances back that a thump sounded in front of Pinkie. A pegasus with a blue-green coat and a white mane, wearing the padded caparison of the Lord Regent’s pegasi, landed in her path. The soldier reared up onto her back hooves to free her forelegs. Her wings curled to cradle and pour powder into the pan of her wheel-lock rifle in a practiced motion.

Pinkie burst forward, flinging herself into the air, her forelegs outstretched. They wrapped themselves around the pegasus’s body as she collided with her. They tumbled onto the ground, violently rolling and kicking up dust and dirt. Pinkie let go after a few seconds, bucking the guard with her hindlegs and using the momentum to get back to speed. The white unicorn followed along a moment later, petulantly tossing a few loose bricks at the pegasus with her levitation spell. It did little but make the soldier curl up for a few moments against the half-hearted assault. By then, however, the pair was in amongst the first factories.

The farther along Pinkie got, the darker it became, until it seemed like someone had snuffed out the daylight like a lamp. Only the occasional flare of sooty flame from some exhaust pipe or another lit the alleyways. Pathways became more twisted and convoluted, like a child’s maze puzzle. Metal girders and scraps criss-crossed from building to building, creating a canopy. She tried to keep on a straight path, but walls and buildings kept cutting her off. To make matters worse, one soaring eyesore of iron pipes, sheet metal and sooty bricks looked like all the others. Each building just seemed purpose-made to leech color and fun out the world. Her heart and legs worked overtime, while her mind kept fretting about Rarity. And for good cause, as it turned out. As Pinkie slowed, her ears swiveled, searching, but she couldn't find the sound of galloping hooves.

“Rarity?” she called out cautiously over the soft hiss of steam and the distant pounding of metal from a dozen sources. There was no reply. She was about to suck in a great big breath, when she put her hoof in her mouth and expelled the air through her nose; it wasn’t a time to be loud. Aside from the echoing sounds of industry and the crackle of fire, there wasn’t much to be heard. There wasn't much activity in the streets so soon after the start of the evening shift. Not even ponies on break. The back alleyways were positively tomb-like.

At least, they were until the frenzied barking and shouts of alarm.

A bit of creeping, sleuthing and some peeking around corners found the problem.

There were three pegasus gendarmes standing at the intersection of the back alleys of three huge factories, rifles drawn, facing down one of the biggest dogs that Pinkie Pie had ever seen. It stood at least as high as a pony at the shoulder. Its fur was mottled black and brown. The guard fur on his aggressively raised scruff looked thick enough to stop a hatchet. His teeth, dripping with saliva, looked like they’d have no trouble at all tearing through the meager cloth the pegasi wore to protect themselves. Oh, and it had a slender, tearful and practically naked fourth pegasus attached to it. She had her forelegs around its enormous neck, placing her buttery-yellow body between the guns and the dog. With jaws that looked as if they could bite through a steel pipe, and thrice the pegasus’s mass in muscle alone, he hardly seemed to need her protection.

“Don’t hurt him!” the pink-maned filly pleaded, spreading out her wings to cover more of him, as if they would stop a gunshot.

The soldiers didn’t seem to be amenable to her begging. Two of them set to retrieving their small powderhorns.

Turquoise eyes wide with panic and shaking like a leaf, the pony fluttered her wings to make some room between herself and the fuzzy dinosaur. Without the pegasus half-covering him, a ramshackle assemblage of pistons and gears was revealed, in crude imitation of a leg that should have been there. The limb hissed as the dog gathered its legs under itself to lunge. The tiny slip of a pegasus filly lowered her muzzle in front of his, looked the slavering beast directly in the eye, and stammered, “H-heel.”

Without so much as a lost beat, the dog dropped down onto his belly at her hooves, his tongue lolling out with a friendly expression. He was looking up at the filly with something approaching mindless adoration. Pinkie blinked. The soldiers blinked. There was a metallic tick between Pinkie’s ears as Gummy blinked his left eye, and eventually his right.

Hovering—barely—in the air, the pegasus rubbed a delicate, quivering hoof in a circle around the dog’s scruff. “S-see. Angel’s just a gentle giant. He was just a little protective. He doesn’t know the gendarmes are here to h-help ponies.” With her ears pinned, and her head held submissively low, the pegasus looked every bit the image of a scolded dog herself. “P-please don’t hurt him.”

Pinkie opened her mouth to intervene, to say something, do something. Anything. But she kept hugging the crumbling corner of the building, only her eyes and the top of her head poking out.

It would be hard to blame the soldiers for taking a step back, and lowering their rifles, if just slightly. The dog looked like he could beat Gummy in chewing up and spitting out mere lead ammunition. One of the gendarme mares was the one who spoke up. She put on a face-saving sneer, and snapped, “Keep your damned dog out of our way, or we’ll put it down.”

The yellow pegasus nodded her head frantically in agreement. She put her forelegs around the metal-legged dog’s neck again, flapping her wings to try to pull him back further into the alley behind him. It was clear to all involved that the only reason the mountain of dog moved was due to good-natured agreement. Seemingly assuaged by the deference, the soldiers stowed their weapons, traded a few words and took to the wing to resume their search. Pinkie pressed in tightly to a nearby rubbish bin as one of them flew by.

The pegasus filly breathed a sigh of relief, nuzzling the dog’s shaggy body. The moment of calm seemed to quickly head in the direction of a panic attack. The rail-thin pegasus’s sides expanded with rapid, deep breaths through the dog’s coat. At least until the beast made a gruff snort, glaring at Pinkie. The little pegasus froze again.

Pinkie forced a laugh and came out from her hiding spot, keeping her movements slow and calm. “Nice doggy?”

With a squeak, the pegasus hopped behind her dogosaurus, almost vanishing entirely behind him, save for the meek, subdued flash of blue-green eyes occasionally peering around black fur. The dog itself handled things rather better. His tail began to wag, once Pinkie emerged, beating the pegasus around the chest. His paws began to shift with subdued excitement; the mechanical one hissed and released a puff of steam and smoke from the tiny boiler built into his shoulder. If anything, the reaction seemed to puzzle the cowering filly. Pinkie was just as confuddled, her muzzle scrunched up.

The dog rose up to its paws once more in a move best described in geological terms. He loped toward the pink toymaker and sat down in front of her, tilting his head quizzically to one side. Robbed of her cover, the pegasus just seemed to congeal further into herself, as if trying to be as small as possible. Even so, she watched with a certain horrified fascination.

“Aaaw, you’re just a big fluffy knight, aren’t you?” Pinkie said, adopting a suitably cutesy voice, reaching up and scratching behind the canine beast’s floppy ears.

The dog seemed to accept it as his due, lowering his head and panting away with an absolutely spectacular amount of dog-breath. Even as his head fell, the pegasus’s rose. One of her own ears rose from where it had previously seemed glued to her pink mane. “H-how did you do that? Angel doesn’t like ponies until I say so.”

“Well, I like everypony and everydoggie until I say so!” Pinkie enthusiastically replied, attacking Angel’s belly with rubs when he rolled onto his back. The miniature boiler powering his arm gurgled and churned in protest at being turned upside-down.

The sound of quiet, cautious hoofsteps from the alleyway sent the pegasus skittishly dancing off to put her back toward a wall with a quick beat of her wings.

“Pinkie Pie? Is that you?” A familiar voice hissed, at the edge of a whisper. A grey-white horned head peeked out from around a small mountain of debris. “They’re gone?”

“Yep-a-roony to all those questions! Plus, I made new friends! This big loveable ball of fluff is Angel, and she…” Pinkie peered at the quivering pegasus, partially hidden behind a couple of dustbins. “I dunno what her name is. I wanna say…” Pinkie narrowed her eyes, staring intently at the pegasus for a long moment. The yellow pony averted her own gaze and squirmed in discomfort at the attention. “...Flutter! Or maybe Buttershy.”

The pegasus turned her head, half-hiding behind her tangled mane. “Close enough,” she whispered.

“Well, err, Miss, I thank you for hiding me. And, well, for keeping your canine companion from eating me, before that. That was most kind.” The unicorn beckoned toward Pinkie with a hoof. “I need your bags, if you would, Pinkie. I’d like to give our poor… friend here a little reward.”

“Gotcha!” Pinkie placed her bag on the ground, but stopped before opening it. “But not the photo. That’s one of the few lil’ things I wanna keep.”

“Oh, no, you don’t have to…” The delicate whisper was barely noticed.

Rarity gave the earth mare a sly look. “Oh, could it be, gossip about our own innocent Pinkie Pie? The picture of a coltfriend perhaps?” Given her recent repacking of Pinkie’s saddlebags, Rarity quickly found her target within them. She took a covert peek inside a small purple pouch and levitated out a single small bit, almost wafer thin. “But I meant money, dear.”

“I didn’t really try to save you. Angel just doesn’t like ponies with weapons around me, and…” the oh-so-light voice continued in the background.

“Speak up and take my bits!” Pinkie interrupted, raising a hoof defiantly in the air.

The two other mares stopped and stared at Pinkie Pie in puzzled silence. At least until Rarity ventured to break it. “Actually, I was using my bits, darling. It would be unconscionable to use yours.” She cleared her throat and levitated the single coin to Fluttershy. “Keep it hidden around here, dear. Don’t hoard it. It’s a platinum penny. A hundred-bit coin. Consider using it to get some shelter. Or to get out of this horrid place.”

“Oh no, I—”

“Take it!” Rarity said, firmly, stomping a hoof.

Silence descended once more when Angel gravitated his way back to onto his belly, levelling a glare upon Rarity and pairing it with a near-subsonic growl, ears folded back in threat.

“Nonononono, Angel. She’s being… nicely assertive.” Pinkie took a second to think through that, then nodded satisfactorily. “Yes. Nicely assertive.”

Eyes a little wider than before, Fluttershy nodded her head and took the tiny, floating platinum chip delicately between her lips, as if fearing she might break it. With his pony seemingly having surrendered, Angel settled once more, albeit far more watchfully.

“Sooooooo…” Pinkie drawled out, swaying on her hooves, “... we’re looking for the place with the big ol’ airbag ships. Do you mind if we ask you to point us in that direction?”

The pegasus tucked the coin somewhere under her mane before answering. “T-they don’t let ponies like me near the Skyport. But… maybe some of my animal friends might know a safe way.” Without explanation, she rose up and carefully climbed the pile of scrap and debris Rarity had emerged from. She found a particular crevice and stuck her head down into it.

Pinkie peeked. She knew she shouldn’t have. She was being a bit of a rudey doody doing it, but it’s not like you got a chance to see a stranger’s cutie mark every day. And it was right there. A Pinkie is not made of iron. She’s made of pretty squishy stuff, really. So the second the little mare ducked her head down, Pinkie’s eyes traitorously drifted. She tried to raise a hoof to block her own sight, but she just ended up peeking around it anyway.

It was really pretty too. Three butterflies with one of the bestest colors for wings. While it was odd and kinda wrong to be staring at such an intimate part of a pony, it also felt kinda right. Like she could see how truly special the pony was, just from a glance. It made her own covered mark itch.

She glanced sidelong at Rarity, ponderiffically. Those sneaky eyes of hers kept trying to drift flankward there, too. What could her mark be? Still, she felt a little extra-bad, since Rarity didn’t seem too fascinated by the pegasus’s mark, herself.

Though that might have had something to do with the slightly nervous staring contest that she was having with the megadog.

A strange menagerie of critters had poured out of the debris. They stood lined up, almost in military fashion, on broken bits of stone and metal in front of the pegasus. Mice and rats, mostly, but also one comparatively titanic raccoon. The pegasus seemed to be talking to them, in a low, cooing voice. She was clearly far less nervous talking to them than her fellow ponies, judging by how the tension just bled right out of her. Without that quivering and cowering, and trying to disappear, she looked older. Her natural delicacy and rail-thinness had conspired to make her seem more a filly than a mare Pinkie’s age.

Or maaaaaybe one year younger, Pinkie thought.

Something made the pegasus nearly squee. She hovered off her hooves and scooped up the raccoon in a cuddling embrace. At the very least, he seemed distinctly cuddleable. He was better-groomed than the pegasus herself. She flew back to the other ponies, and set the raccoon down nearby, distracting Rarity and the dog from their epic contest of wills.

“Wow, you’re like the Pied Piper of Parasprites!” Pinkie said. “Well, you would be if you could play over five instruments at the same time…”

Fluttershy shook her head. “Oh, no. Parasprites are very nasty in the cities. All the smoke makes them… feisty.” She raised one of her forelegs and turned it slightly, to show a few small areas where her coat had grown in unevenly, probably around a series of bites. She lowered the hoof to pet between the raccoon’s ears. “Mr. Raccoon is just a big old sweetheart though. He has a very big range, and he knows the way to the Skyport. He’s willing to show you even if I just ask, but… if you had any food…?”

=====☼=====

As it turned out, to Pinkie’s surprise, there was one creature in Equestria that actually liked boring, bland, baked brown beans. The now fat-and-happy Mr. Raccoon took them down alleys, through abandoned buildings, and even along hidden passages neither Pinkie nor Rarity would ever have spotted. Even better, the little critter seemed to have a preternatural sense of danger. Every so often his ears would swivel, or he’d stick his nose up in the air. Often he’d skitter off to cover, with the ponies close behind. Sometimes they’d hear the flapping of pegasus wings, or the sound of armored hooves marching by shortly after. Other times it was simply ponies on break or throwing trash out into the alleyways.

By the time they were nearing the Skyport they were thoroughly mucky and grimy. They were creeping along through a long, low, curved passage barely high enough to stand in when the raccoon froze again. Even Pinkie and Rarity could hear the reason for his alarm.

A yawn, then a murmur of complaint from a stallion. “This is stupid. No matter how many of us they send, it isn’t going to help. A couple of ponies could crawl into a pipe somewhere, and you wouldn’t find them in a year of searching.”

There was a grunt of noncommittal agreement from a mare. “Yeah, so? You gonna be the one to tell the higher-ups they’re idiots? That mare must have stolen something really important to the Lord Regent. He’s not the forgiving type.”

The raccoon, uncaring about the conversation, seemed to decide to turn and go back. He hadn’t made it a ponylength before he stopped there too, his ears turning forward. It didn’t take long for the distant, but steadily approaching, sound of shod hooves to become audible to pony ears. The echoing quality of the sound made it clear that it came from within the narrow passage.

Silently, panicked glances were exchanged. Rarity crept forward, further around the bend, to peer at the exit. Standing casually nearby were the two ponies who had spoken. They wore the unimpressive but dauntingly thick plate barding of earth pony gendarmes, the sort no other tribe could lug around for a whole day. Both wore the heavy, clawed iron hoof-boots favored for tight city fighting.

Beyond them lay a wide yard stacked with crates and boxes. One of the loading areas of the Skyport, no doubt. Tall boarding towers and cranes could be seen in the distance.

Pinkie licked her lips, putting on her stealthy whispering voice. “Pssst. Rarity. How are we gonna get past ‘em? They’re big and tough and mean. Real mean.”

Rarity shook her head, her ear swivelling to face back down the passage toward the direction they had come from. It had taken them a few minutes to walk along it, but there’d been dismayingly few branches off the main route, save for drainage pipes too small for pony use. They served well for raccoons though, as proved by the one currently squirming his ponderous hindquarters into an opening with a minimally offensive outflow. When the noblemare spoke, after swallowing thickly, it was in a very quiet voice. She wasn’t whispering; the hiss tended to carry. “We can’t simply wait for them to leave. There’s only one way to go.”

Pinkie scratched her head. “Er… we make strange animal noises and try to scare them off? ‘Cause I do a really good chicken noise!”

Rarity’s only response to that was a shaky, but fond smile. She reached out to hook a foreleg around the back of Pinkie’s neck and pulled the smaller mare into an embrace, pressing the earth pony’s muzzle against her ivory neck. “Close your eyes, Pinkie dear. For me?” Rarity whispered into her ear. There was the gentle, thin hum of a levitation spell, opening Pinkie’s saddlebags and drawing something out.

“Okay!” Pinkie replied, closing her eyes and warmly nuzzling Rarity. She still smelled kinda nice and perfumey, despite all the ash and dirt that covered her.

The unicorn shifted her weight, sitting back onto her haunches on the dirty floor. Her other foreleg rose, curling over the side of Pinkie’s face, making sure she couldn’t see in the direction of the exit. It wasn’t a luxury Rarity could afford herself. She turned her head away from the sugary-scented, cotton-candy fluff of Pinkie’s mane. “Celestia, forgive me,” she whispered prayerfully, nearly too quiet even for the other mare to hear.

“Wh—” the stallion guard’s voice momentarily started. It ended with a strangled grunt, a sharp scape, and the rattle of armor. A second, abruptly-ended yelp of shock from the mare came along with it.

Then, a sudden deathly hush, from the direction of the exit. That was until a second, softer, more liquid scrape was heard. A quiver went through Rarity with that sound.

Rarity held Pinkie’s head all the more tightly, as if to keep the other mare from moving an inch. She pressed her muzzle close to a pink ear once more. “Just keep trusting me a little more, Pinkie. Keep your eyes shut and don’t peek. Just follow at my side. We don’t have much time. Can you do that?”

“If you say so… but Rarity, I don’t think this is a time to play hide-and-seek,” Pinkie answered, forcing her eyes shut, almost straining.

Rarity laughed suddenly, the sound more than halfway to a sob. She buried her muzzle in thick pink fluff to stifle the sound. “There is no mare quite like you, is there?” The desperate hold melted into an actual embrace again, if just for a fleeting moment, before Rarity forced herself up to her hooves. She bumped herself lightly against Pinkie’s side and started toward the exit.

The pace was as brisk as the noblemare could manage without risking the blind earth pony tripping. Even given the exertion, Rarity sounded as if she was trying to hold her breath the whole way. Pinkie waddled along, humming merrily, if quietly, to herself. Along the way, one of her hooves touched something wet, and far too warm for an errant puddle.

Pinkie froze, almost tripping. She all but shoved Rarity, pressing closer to the other mare so her rear hooves wouldn't follow into that liquid. The toymaker squeezed her eyes together more tightly. She wished she could do the same for her nose, to get rid of the thick, metal smell of—

She held her breath instead, refusing to consider the scent, just as she forced herself not to think of what was clinging to her hoof. That tacky warmth oozing along—

It wasn't worth thinking about. Pinkie instead thought hard about the design for the super-neat wings for Gummy she'd been trying to puzzle out before Rarity had shown up. Figuring out a way to get the whats-its to make gears spin and stuff up further along the wing was a really fun challenge.

They didn’t stop until they were around the corner of the largest stack of crates Rarity could find. There was a tearing sound as she ripped the cheap, scratchy fabric of her hated disguise. “You can open your eyes now,” she whispered to Pinkie a moment later.

Pinkie’s eyes flashed open, revealing her wonderful blue irises. “W-well, that was weird. Are we there yet?”

“We just have to find the proper berth.” Rarity was tucking what could only be her crystalline stilettos under the remains of her disguise. They were wrapped tightly in the grey-brown burlap the unicorn had torn. Little spots of red were already beginning to show through.

Just seeing that colour made Pinkie's whole body want to shake. And not in the sort of way that told her that she was about to accidentally hit her hoof with a hammer in the next few seconds. She turned her head away from the sight so quickly it almost hurt her neck.

Instead, Pinkie kept looking ahead, with uncharacteristically intense determination, at the Skyport proper. It was a long hangar, situated on the edge of the cliff the city was built atop. Many airships were docked, floating just off the side, tethered to tall towers sprouting from the hanger like a growth of ugly iron mushrooms. Everything felt alive, compared to the alleyways and passages. Dockworkers went to and fro from the ships, carrying crates and other supplies. Gas bags made wheezing sounds as they inflated, then deflated. Cranes ground and squeaked.

“Today’s been a real crazy day,” Pinkie began, trotting along. Her damp hoof seemed to touch the ground more lightly than the rest. “‘Cause on top of this, earlier I got this mare saying she wanted me onboard her ship! And I was like ‘Nah, thanks, I love my job!’ But I thought maybe they could take you away from all the badness and madness! She said the berth number waaaaaas…” She looked down at the ground, avoiding her hooves. Instead she stared at the huge orange number painted on the floor. “Six!”

The pair looked up, in unison, at the vessel above them. Most of it was visible through missing panels in the hangar roof. As an escape vessel it didn’t look terribly promising. It had the metallic solidity of something built to last, all bronze plating and thick supports. Wide lifting wings, like the fins of a great sea serpent, sprouted from the sides, made from sailcloth stretched between long, straight struts. Its envelope was draped in utilitarian canvas and netting. Mooring ropes hung along its hull like Hearth’s Warming garland. It was every bit the image of a working merchant ship; in other words, dull and unobtrusive.

Rarity bit her lip nervously and nodded. “I suppose I’ll just have to use a bit of charm, and doubtless a good number of my bits, to convince the captain to depart in a hurry. Let’s be quick about it, shall we? It feels very… exposed here.”

Climbing the soaring docking tower was a far easier prospect than it seemed. Rarity commandeered a cargo lift that ran up the center of the structure. Gears spun and engines chugged as a wide platform, half-loaded with barrels and crates, climbed skyward. After a quick trip behind the privacy of some boxes to change back into her dress, Rarity sat herself down primly, with a small hoof mirror levitated in front of her. Her magic rippled along her mane and pelt in glimmering waves, straightening and cleaning. All too often, her eyes strayed toward Pinkie, which always brought a moment of hesitation, as if she wished to say something. Inevitably, she would look back to the mirror instead. Pinkie just sat there, with a silly grin on her face, rubbing her hoof on the lift’s floor. Gummy, as was the norm, did not seem to care for any of it, riding her fluffy puffy mane.

“Ding!” Pinkie announced when they reached the top. There was a calm wind blowing her mane and tail to the side. Shivering, she stepped off the lift and looked at the ship, taking a deep breath and bellowing, “Hey! Anypony there?!”

There was answering activity from the crew working on the top deck. Soon enough a flash of white was seen, as a pegasus lifted up off the forecastle. The pair of earthbound mares began to walk across the pier protruding from the tower to meet her.

“Pinkie,” Rarity hissed to the mare beside her, “I’m not sure I like the look of this ship.” She made a subtle gesturing motion with her muzzle. “I’ve seen my share of airships. The aesthetics and construction are all wrong. Those panels on the side seem too regular, like the gunports on a warship. Are you sure this isn’t a pira—”

“Don’t worry about it! It feels unique. Different! One of a kind! And one of a kinds are the best kind of kinds! The pony they sent seemed neat, too. Real kindly! Not the same kind of kind I was just talking about before, though.” She gave Rarity a flash of a sidelong look. Her perky tone leveled off a little. “Just, not the kind of pony that would hurt other ponies.

“Anyway, I can tell these things,” Pinkie concluded, with a firm nod to herself. She continued on in an aside Rarity could barely hear over the wind. “Although maaaaybe Madame Pinkie’s not at her hundred percent A-game today.”

Rarity looked to the other side, but she kept walking along in silence, all-too-studiously examining the ship.

The white pegasus landed at the edge of the ship’s deck, waiting as the pair climbed the plank up to her. She looked more a working mare than some cutthroat, as Rarity had been half-expecting. She had an eye-searing yellow mane, worn as a long, curling waterfall around her face. Her garb was more appropriate for an engineer than an officer: pelt-tight black and brown material, with pockets and clips to hold tools and sundries in reach of the mouth. Rarity hoped it was faux-leather, and not genuine.

Rarity stepped forward, and began to raise her hoof, to offer it to be shaken, or kissed, but the pegasus looked past her toward Pinkie. Bright purple eyes went wide as a gasp escaped the mare’s lips. Her wings beat, lifting her off the ground, almost at a lunge.

Before Pinkie knew it, her head felt a whole lot lighter. The pegasus lifted Gummy with her hooves, holding the brass lizard up in front of her, her eyes almost teary with wonderment. The sentiment was echoed in her almost fillyish tone of delight. “Oh! He’s even more beautiful than I heard!”

Gummy blinked.

“Wow, ponies are usually just like, ‘Can you get this thing off my leg, Ma’am?’,” Pinkie quoted in a deadly-serious tone. “But you think he’s beautiful too?! That’s, like, the first time I’ve heard anypony but myself say that! You’ve got good eyes.”

“A fully autonomous animatronic alligator? He’s the smallest mobile walker I’ve ever seen! Of course he’s beautiful.” The pegasus turned and shifted Gummy, trying to look at him from all angles. “Oh! He’s looking at me! His eyes track! Did you really figure out how to make a clockwork decision matrix? They’ve been trying over at Canterlot U for years. They’re still working on those braindead logic pin systems. Can it see? Or is it just following movement? Can he hear too? How’d you overcome turning the vibration receptor into mechanical action? Oh, I have to show Lyra! I’ll bring him back!”

The pegasus shot off for one of the ship’s hatches with nary a breath spared, which was doubly impressive since she barely seemed to take one during that barrage of questions.

A nearby pegasus with a light lavender coat and intimidating red plate barding better suited for an earth pony buried her muzzle against her shod hoof. She gave a martyred sigh and stepped forward toward the pair. “Sorry. That was our First Mate, Surprise. She’s… different. The Captain’s been informed that visitors have arrived. Please, come aboard.”

“I like her!” Pinkie said, her tone bubbly. “Although it sounds like she’s having trouble with thingimajigs, since they’re what I used to make Gummy… but anyway! Where is your Captain? We’re kinda on a tight—” She eyed Rarity for a moment. “—schedule. For Miss Belle, not me.”

Rarity bit her lip, and folded her ears upon hearing Pinkie’s tone. For most ponies it would be neutral at worst. For Pinkie, it was frigid. Her mouth opened to speak, but she didn’t get a word out before she was interrupted.

“I would think so,” a haughty voice called from further down along the ship. The source was a sky-blue mare, with a long platinum mane under her royal-purple tricorn cap. She wore a finely tailored longcoat of the same hue, and she wore it with all the poise of a naval officer, rather than a lowly merchant skipper. Her eyes were narrowed in anger. “You’ve got a great deal of nerve, bringing a fugitive onto my ship. Don’t think I don’t keep my hoof on the pulse of the city, Miss Belle.”

Rarity shrank back toward the plank, at least for a moment. Then her expression hardened, her eyes turning positively icy. “It seems I’m in good company, then. Don’t think that I don’t recognize you. It’s only been a few years, and I never forget a face.”

Rarity took a step forward, lifting her muzzle. “I knew this ship wasn’t what it seemed. Who would expect Equestria’s most infamous and wanted mare to park herself in the capital? But I suppose the heights of gall aren’t lofty enough for Trixie Lulamoon.”

The blue mare’s muzzle scrunched up in distaste at that name. Pinkie’s scrunched up in confusion.

“The Great and Powerful Sky-captain Trixie…” The blue mare raised a foreleg, and lifted her muzzle, half-posing. “... goes where she wishes, and does what she pleases.” She jabbed a hoof toward Rarity. “And right now it would please her to toss you from this ship before you ruin everything.”

Pinkie casually peered down over the side of the ship. Her eyes seemed to bulge out of their sockets for a moment. “Uhhh… guys? Two’s company, three’s a crowd, and ten or so soldiers down there is trouble.” She swallowed hard and carefully backed away from the edge. “Big trouble."

Author's Note

Thanks to our pre-readers for the chapter, 621Chopsuey, Web of Hope and Dusk Watch. Likewise thanks to my covert proofer, who slogged away for hours correcting all the little details.

Chapter Four: Discussion and Division

by JaketheGinger and Luminary

A shiver went down Rarity’s spine that had nothing to do with the wind whipping over the airship’s open deck. In fact, that cold air was almost a relief. The white-noise sound of it whistling past her ears. The feel of its cold purity in lungs so accustomed to iron and smoke. Even the discomfort of the chill burrowing past the delicate fabric of her gown. All of it was a blissful distraction.

Unfortunately, it wasn’t distraction enough to wipe the image of that adorably pink hoof from Rarity’s mind. What would normally be another precious part of a unique and wonderful pony was bruised, battered, and covered in brown, dried, flaking blood. Blood from a pony that Rarity had killed.

There was something horribly symbolic in that blood. It was so fitting to show the violence she’d inflicted by tearing Pinkie from her oh-so-noble life.

“Stiff upper lip, Rarity,” she murmured to herself, when she felt moisture gather in her eyes. “What’s one pony’s innocence worth against the stakes of all of this?”

She felt her head sinking down until her chin was almost brushing the railing she stood by. You’re not a pragmatic pony at heart. Pinkie is worth a very great deal indeed, Rarity thought with a note of bitterness.

The change had been painfully obvious right from the beginning. The denial and the disillusion. And Rarity couldn’t think of anything she could have done to make it better. But the worst part was that, in hindsight, she could think of what she shouldhave done. She should have sent Pinkie back down that passage. It was doubtful that anyone would have looked twice at a tinkermare by her lonesome heading home through The Bellows.

But she hadn’t. She hadn’t even thought of it. The only thing Rarity could think of as an explanation for her sin was that she couldn’t bear to send Pinkie away. It wasn’t every day one was saved in so selfless, so beautiful a manner.

My knight in raspberry armor. The thought threatened to cut through the gloom. Hardly what I would have imagined. Not a refined, chivalrous unicorn stallion. But instead an absurd, often-oblivious earth pony toymaker. A mare, no less.

A long-suffering sigh bubbled up from inside of her. She stared out at the passing sea of pristine clouds, trying to banish her thoughts. Her hardly-infrequent flights of affectionate fancy rarely went well, and this one was even more hopeless than the rest. Worse than hating her, Pinkie had seen something monstrous in her. It would have been impossible enough to measure herself up against a pony so full of love and life even with her own false pretentions of nobility intact, with those stri—

A pony softly cleared their throat behind Rarity.

Rarity yelped in shock, spinning around so quickly that she almost tripped over her own hooves. It brought her face-to-face with a familiar vision of black and grey. The earth pony ‘captain’ from the hold. A blush burned hot on Rarity’s cheeks, and she knew how visible it must have been. She lowered her head in an apologetic bow, using the curl of her hair to hide her reddening cheeks as best she could. She brought a hoof to her chest as she straightened herself up into a more dignified posture. “I do apologize, you startled me,” Rarity said, superfluously.

The earth pony was far less flustered. She dipped her front down in a smooth curtsy. “It’s I who should apologize. I just thought to introduce myself. Octavia Philharmonica. The second mate on the ship, carrying the rank of Lieutenant Commander.”

“Philharmonica? As in...”

Octavia cut her off with a nod. “As in Sir Quintus Philharmonica, yes. The composer, and the Minister of Culture for the last three Lords Regent.”

A unicorn. A very prominent unicorn. Dalliances with the ‘lesser tribes’ happened, but it was always spoken of. Rarity was shocked to have heard nothing of the scandal. Even though Octavia was likely to be near her own age, she would have expected many more snide and sneering references to be spoken behind the elder unicorn noble’s back.

She didn’t dare dally long, however. It would be rude. So she instead did her part of the introduction. At the very least, it was something practiced and familiar. She raised a hoof to her chest and dipped her head politely, but not overly low. A proper way to address a lower-ranked noble. “I am Rarity Belle. Viscountess of Bright Pine. Formerly now, I suppose.”

It was Octavia’s turn to look surprised, although for her it manifested only as the smallest tilt of her left ear. “I was unaware that the Viscount Bright Pine had a daughter. To say nothing of a granddaughter.”

Rarity felt her lips pull toward a wry flatness. Much like the introduction itself, this was a rather familiar turn to the conversation. “He never had children. I’m the widow Bright Pine.”

“I see.” Octavia’s tone was politely neutral, as Rarity expected it would be. As it always was. At least this time she could say something in response.

“It was a marriage of… purpose. Not passion. Such things aren’t for a stallion nearing his hundred and fiftieth. Not that he wasn’t a remarkable stallion; he was sweet, noble, and kind, if perhaps withdrawn.” The unicorn shrugged helplessly. “It may make more sense once I speak with the ship’s captain. It wasn’t a mercenary arrangement, flattering him for bits and title.” Rarity pursed her lips. “It was patriotism.”

“It sounds like quite the story, Your Ladyship,” Octavia answered politely.

Rarity fought down the urge to squint, as if that would magically reveal some hint of what the earth pony’s reaction truly was. All she saw was a placid politeness, which revealed nothing beyond that it would be a poor choice to play cards against the grey mare. Rarity almost squirmed on her hooves, hurriedly deciding to change the subject. “I suppose we both must have rather colourful stories, to end up here. A Canterlot—” Earth pony. “—noblemare taking the role of—” A criminal. A pirate. “—a freedom fighter,” Rarity finished, diplomatically.

“We don’t all pick our paths, My Lady,” Octavia said, conversationally. “But nor are they all full of twists and turns. I’d hoped to be a musician, to follow in my sire’s hoofsteps. But Canterlot is what it is. So my birthright wasn’t spoken of and my schooling was one of an armsmare. A noble enough profession. I was assigned to the august Lady Lulamoon, as she and her fleet hunted for the pirate—” Octavia’s lip curled upward at one corner, likely the most emotion Rarity had yet seen from the mare. “—Goldmane. When that ‘dread’ enemy was laid low, this ship was captured, Captain Lulamoon turned coat, and I went with her. It seemed better than a life…” Octavia trailed off. “Better than the alternative. I would call it a simple story.”

Rarity couldn’t keep her curiosity from getting the better of her. “You mentioned the ship. I imagine that Plain Sight is a teasing alias?”

Octavia nodded her head. Even with that, Rarity noticed, there wasn’t one hairbreadth of wasted movement. It was intriguing to watch. “Quite true, My Lady. When it was under its former captaincy, it was the Vainglorious. Certain aspersions were made regarding Lady Lulamoon and that name. So she renamed her the Unbound Skies.”

“I can see the connection,” Rarity said, dryly. “More importantly, your story. You called it simple. I suppose it follows directly enough, but that doesn’t make it any less meaningful. It takes no small amount of courage to endure when so many things are stacked against you.”

A set of small orange hooves pounded their way across the deck, making for a fast-paced rhythm. A pony that could have only been a child made her way towards the mares, nodding at Octavia and addressing Rarity with, “The Captain wants to see you now.” She saw Octavia giving her a faint look of disapproval. “Er, ma’am.”

It took all of a single, sparing glance to catch Rarity’s entranced attention. The gallant carmine waistcoat, with its gleamingly polished gold buttons. The adorably ruffled shirt, brilliantly clean and white, reaching up to the neck. Even the jauntily hanging pocket watch, with its chain threaded through a loop on the shirt’s chest, so it could be grabbed with the mouth. When added to the bright expression, slightly ruffled fuchsia mane, and the roguish little clip taken out of the ear, the tiny pegasus was entirely irresistible.

Rarity scooped the child up in her magic. “Oh!” she began, almost breathlessly. Her tone became even more gushing as she went. “You are absolutely the most darling little colt I’ve ever seen in my life!”

The child’s expression immediately went sullen. “I’m a filly, not a colt,” she grumbled, then started to nip at her clothes. “Stupid Trixie making me wear this stupid stuff…”

“Stupid Captain Trixie making you wear that ‘stupid stuff’, Scootaloo,” Octavia corrected, serenely.

The filly rolled her eyes, fidgeting in Rarity’s magical grip. She seemed used to being levitated, unlike most ponies. “Right, Captain Trixie. How could I forget…”

Rarity’s expression was somewhere between mortified embarrassment and a pout. In the end, she settled Scootaloo onto the deck, and used her hoof to nudge the filly’s muzzle away from tugging at her clothing. “Now, now. I won’t say that I’m exactly in favor of abstaining from a dress for a proper young lady. But I suppose life aboard ship being what it is, sacrifices must be made.”

Rarity felt a smile creeping back onto her muzzle. “Besides, it really is just the most precious thing in all Equestria. And those are very fine clothes. So don’t fuss now.” She made a little shooing motion with her hoof. “Lead on then, dear.”

Scootaloo opened her mouth to protest, but another subtly pointed look from Octavia made her reconsider. “Follow me… ma’am.” She turned and trotted off at pace that was a bit too quick to be strictly proper.

=====☼=====

She should have been back in bed, all things considered. It wasn’t like she held some important rank, or that anypony really cared if she was present or not, Trixie especially. But alas, there Lyra was, all snotty, sniffling, and shivering. The shroud of blanket over her did little to cure her.

Admittedly, the universe was giving her an ample reminder of the error of her thinking. There was one pony who cared a bit too much that she was there. The one balancing a bowl of thick vegetable soup in front of her muzzle, using an ivory hoof and pinions. “C’mon now. Have to eat something, you silly girl,” Surprise insisted. “Starve a fever, feed a cold, an’ all that.”

Lyra stared down her muzzle at the orangey-yellow substance. It smelled good. Or rather, she assumed so, since it usually did. Surprise’s prescription for every mood and ailment was ‘soup’. And she hadn’t eaten anything for a while. But…

“It’ll only come b-back up…” Lyra said, shaking her head very slightly.

“Sure, that was the case three days ago. But we haven’t exactly tested it since, y’know?” Surprise bumped her muzzle against the top of Lyra’s head. “Mostly because you’ve been so stubborn. So, hoof coming down. Sip, or I start biting cute minty ears and making you look silly in front of everyone you want to impress.”

Thankfully, Lyra’s blushing was already masked by her feverish state. “Okay…” Despite her defeat, she smirked a little. “But you’ll h-have to feed me.”

“Isn’t it, like, an official crime or something, to make a pegasus do something like that when you have a horn? I’m sure it is.” Despite her playful complaints, Surprise turned her head to mouth at the buckle holding her bandolier of tools. It fell to the lovingly polished deck with a raucous clatter.

A buzzing sound, like that of a badly-tuned steam rotor, was heard from the other end of Trixie’s dining cabin. A magenta-maned little head appeared over the far side of the mess table. Orange hooves worked to keep her up on that edge, so that purple eyes could bore into Surprise like a drill.

Surprise had the presence of mind to look abashed at the silent scolding from Trixie’s young steward. The pegasus quickly went back to what she was doing, so she could pretend to ignore that glare. She settled her chest, now freed of jabby tools, against Lyra’s back, snuggling in closer so she could more easily lift that bowl to her marefriend’s lips.

Lyra suddenly burst into a swear, flinching. “Gah! Let me blow on it first!”

With a fond roll of her eyes, Surprise shifted the bowl more securely atop her hoof. The tips of her wings fluttered in a tiny waving motion, kicking up a disproportionally powerful breeze. Pegasus magic at work. “I hope you realize that you’d probably, like, starve without me. For fear of the scary, hot soup.”

“I’d die of heartbreak first,” Lyra quipped, leaning her head back to give her partner a quick little nuzzle before sipping on her soup. She didn’t take the time to savor it, swallowing in almost no time at all.

The pegasus busied herself with giving the bundled unicorn a happy squeeze with her available foreleg. “Aww, see, you’re feeling better already. Starting to be all dashingly charming again, Heartstrings. I guess I won’t have to trade for the sturdier model after all!”

As if on cue, a flash of eye-scalding pink appeared at the edge of Surprise’s vision, entering through the spacious cabin’s double doors. She captured one of Lyra’s ears gently between her lips and gave it a covert tug to turn the smaller pony’s head in that direction. “Hey, look!” she whispered. “That’s the new mare. The one who made the alligator. What’cha think? I want that manecut, bad. So hurry up and have your brain stop overheating so your magic works properly.”

Lyra raised her eyebrows, blinking. “I think I’m either having a fever dream or she’s your secret twin sister that you’ve never told me about.”

Surprise blinked and turned her head a little more, trying to be subtle about studying the toymaker closely. “I think you’re not seeing straight. She’s, like, half a hoof shorter’n me. And a stone heavier. And…” The pegasus trailed off and frowned, leaning back a bit to get a better view of one of the room’s mirrors, turning her head this way and that, to inspect her own reflection.

“I get it, I get it.” Lyra nudged the bowl with her muzzle. “You’re sexier though.”

There was a relieved edge to Surprise’s expression at Lyra’s admission. Anything to distract her from the fact that she was increasingly seeing the unicorn’s point. There were certainly similarities around the eyes and muzzle. “Darn right.” Her lips crept slowly back toward a thoughtful frown. “I don’t care. She totally can’t be related. Cloudsdale is parked ages away from Canterlot these days. And my folks were all a bunch of tribalist jerks, anyway. No way they’d go down to get fresh with earth ponies. So I’m takin’ the risk.”

“Surprise.”

The pegasus motioned across the room with a wing, to where the target of their conversation was leaning forward, bringing her muzzle down to cheerfully introduce herself to the Captain’s filly steward. “C’mon. Look how cheery and friendly she is. She’s like, a pink Lyra.”

“Surprise.”

“S’just a bit of harmless fun. Would be weird and creepy to paw at the lower-ranked crew,” Surprise plowed on, unhindered. “Octy and Trixie are both such prudes. Berry is… Berry. The twins don’t go for mares, s’far as anypony can tell. Surprise needs something to flirt at, darn it. Cabin fever is a fatal condition. I assume.”

“Surprise!”

The white mare’s ear twitched. “Hmm? What?”

“You’re cute when you’re paranoid. Also,” she inclined her head towards the soup, “feed me.”

“Oh! Right.” Surprise shook her wings, creating a rustling sound, to banish their instinct to droop in embarrassment. Instead she turned them to the task of lifting that bowl again.

“Mmmm,” Lyra hummed as she slurped the soup down. When the bowl parted from her lips, she licked them clean. “Thanks, love. Always feel better with you around.”

Surprise beamed and buried her muzzle happily against the blankets draped over Lyra’s mane. “Same!”

A bottle of wine moved its way towards the pair, followed by Berry leaning toward them, after sitting herself down at their side. “You’re both cute and all, but you better stow the lovey-dovey stuff; Trixie’s here soon.”

Lyra’s ears flattened, right as she seemed to deflate in size. “Yeah, got it. Thanks.”

On the other side of the spectrum, Surprise seemed distinctly unmoved. If anything, she snuggled herself up a little closer to the blanket-mummified mare, resting her chin atop Lyra’s head in a mix of pride and possessiveness. “Would do the ol’ Captain good to lose some of the grumpiness. We’re the good guys. We’re supposed to be all lovey-dovey compared to the baddies. S’a defining trait. Heroes hug. Villains strangle foals and stuff.”

“I’m just saying,” Berry offered, reclining on her creaky chair. She had a firm grasp on her own bottle. “Time and a place,” she said, then took a swig of wine.

“S’always the time and place,” Surprise fired back, stubbornly, setting the mostly-empty soup bowl down so she could wrap forelegs and wings around her mare.

“You know best,” Berry absently replied, tipping the bottle side-to-side on the table. “You are Trixie’s First Mate. What do I know about the inner goings-on between you two? But if she does start whining, don’t blame me.”

Surprise gave a haughty, dismissive flick of her wing. “This ship was more fun when I was captain. Just helping ponies. I could tinker around in the engine room as much as I wanted. No briefings and officers and strategic objectives.” Her lips curled into a self-satisfied little smile. “Certainly no ‘fraternizing’ rules! Being the captain was great.”

“You were more enjoyable, I’ll give you that.” Berry brought the bottle to her mouth, but hesitated on taking in any drink. “Fun’s just not what we need right now, though. Sucks, I know, but… priorities.” Only after she had her say did she chug down anything.

A bit of Surprise’s puffed-up pride seemed to escape her. She drooped in her position wrapped around Lyra. “Stop being right, Berry. It’s really discouraging.” Surprise gave a glum sigh. “Yeah, we needed her. S’a reason I gave her my Vainglorious.” She tapped a hoof against the floorboards to indicate the ship.

“She actually hurts the baddies. And it isn’t all bad for us. We’re losing fewer ponies. And—” A bright white wing extended out again, trapping the neck of Berry’s bottle between two primaries. She pushed it back down toward the table. “—I noticed you’re going through a lot less wine these days.”

Lyra shuffled around, turning as best she could in her wrapped-up position. She leaned against her lover and placed a hoof on her chest. “We still got us.”

An all-too-blissful smile crept across Surprise’s muzzle. She leaned forward to place a kiss lightly against Lyra’s lips. “Mmmhmm. Best thing her Great and Grumpiness has ever done. She hired on the prettiest little unicorn in Equestria to be my marefriend.”

“I’m here now. How it happened doesn’t matter,” Lyra smiled, sighing and nuzzling the crook of Surprise’s neck. “Though it is kind of funny, ‘cause I’d tell the story a little differently.”

“That’s because Trixie thought she was hiring the only unicorn in Equestria willing to play glorified chimney sweep to keep Surprise’s… bizarre engine designs from choking on their own smoke,” the magician-turned-captain snapped, as she breezed casually into the room. It didn’t fool anypony who knew her well. Her head and tail were far too low, and her gait had little of its usual cocky swagger. She looked raggedly weary, with bags starting to develop under her eyes. Her voice carried a tone more cruelly mocking than just sarcastically nipping. “Instead she got an incredibly expensive bedwarmer for her First Mate. One too fragile to even really do that, most of the time.”

“Every time. Every damn time,” Berry muttered under her breath while shaking her head. “After she pulls off some stunt she’s the Great and Naggy Nag of Nagsville.” She switched her tone to a saccharine-sweet one and greeted Trixie with a smile. “A bit tired, Captain?”

“There’s really not much use trying to describe to an earth pony how trying it is to work feats of spellwork beyond pony imagination, or to bend reality to one’s mere whim. So spare Tri—Gak!” Trixie’s irate monologue was cut off into that strangled sound as she pitched back onto her rump in an exaggerated wince, her horn lighting to catch a green wine bottle that a white wing had flung at her face.

“Maybe a drink or two will help take the edge off of you being—I mean, having—such a nasty headache,” Surprise suggested, innocently.

“Nice throw. Better catch,” Berry pitched in.

Lyra was otherwise occupied with the snuggling of her marefriend.

Trixie stood with as much dignity as she could muster, brushed off her coat, and straightened her hat. She levitated the bottle to the end of the table, and sat herself down there. She seemed to be undecided on whether she wished to brush the whole thing off, or to enact the demise of everyone in the room. She compromised. “Back before I took command of this band of ne’er-do-wells, when I was on a proper ship, we’d have ponies flogged for insubordination. And shot for assaulting their commanding officer,” she groused.

“Good thing we’re not a proper ship, then. We were just talking about that. ‘Bout how the good guys do a lot more cuddling,” Surprise ceased speaking for a moment to nuzzle Lyra’s ear, “and a lot less shooting their friends.”

Trixie abandoned her image of dignity. Her nose dropped nearly to the surface of the table. A forearm rose to cover her eyes. “I’ll make exceptions. I can feel myself morally backsliding as we speak.”

“Plus the fact that shooting your loyal—if misfit—bunch of crewmates wouldn’t be very good for you in the long run.” Berry wagged her bottle towards Trixie. “Earth pony practicality. Invest more in it.”

“‘Course, there’s pegasus pragmatism too,” Surprise interjected. “Less crew means having to give out less pay. And hey, we could all just work harder to make up the difference, right?”

Trixie groaned, looking back pleadingly at Octavia and Thunderlane as they entered the room, along with the troublesome white unicorn that had caused Trixie’s current headache. “If I ordered you both to, would you toss my mutinous senior staff, plus their pleasure slave, overboard?”

“I didn’t even do anything!” Lyra protested. Such an outburst, however, did result in a small cough attack.

Octavia stopped to consider for a moment, as if being asked about murder when walking into a room was entirely normal. “Possibly. Depending on what the mutiny was concerning.”

“I’m not sure. Assuming you’d do the same if I disobeyed…” Thunderlane looked up at the ceiling, going silent for a bit. “Honestly? I don’t know. Er, Captain,” he hastily added.

Trixie raised her other foreleg over her muzzle, settling her face right against one of the plates that her steward had so painstakingly set out. Her voice was somewhat muffled by it as she spoke. “Somepony go get Mac, and whatever twin isn’t minding the helm, and let’s just start this damnable meeting.”

“On it!” the filly by her side chirped and snapped a less-than-perfect salute. She and Pinkie knocked hooves before she rushed out of the room. Pinkie, for her part, seemed content to watch the crew chatter.

“My most loyal crew member is a ten-year-old.” Rather than seem depressed by the revelation, Trixie seem buoyed by it. “The fillies and colts always loved the Great and Powerful Trixie best.”

=====☼=====

“Equestrian myth says that Princess Celestia mysteriously departed from this land almost a thousand years ago, taking a fifth of ponykind with her.” Rarity stood at the head of the captain’s table. The senior officers of the ship sat along its sides; its captain sat opposite her. The fugitive noblemare didn’t seem at all fazed by the fact that these ponies would decide her fate. Perhaps it was just the bolstering effect of being the center of attention. “Of course, it’s understood today to be a parable about the dangers of disunity. That ‘Celestia’ was just an object lesson, to show our fall just before the final dissolution of the Three Kingdoms.”

“Still, the popular telling of the story said that Celestia commissioned a fleet of great ships that—” Rarity paused, looking up above her head. Projected there were the crude, glowing outline of ancient wooden sailing ships, floating on lines of wave-shaped blue. The noblemare glared across the table at Trixie, who sat with her horn aglow. “Why are you doing that?”

Trixie raised her chin off of the hoof it had been resting upon, with a look of abject boredom. “For one, because your presentation desperately needed some excitement. But more because Trixie had her mythology lessons as a foal. You’re here to explain why we shouldn’t just kick your Ladyship’s flank off into the middle of the wilderness and go on our merry way, not to recite old mare’s tales. Get on with it.”

Rarity visibly bit back a snapping retort. She instead took a slow breath and nodded her head.

“Very well. I was sent by Her Royal Highness Princess Celestia, The Eternal Sun, to keep an eye on Equestria on her behalf. While here, I discovered that the most dire threat Equestria has ever known has returned, and that the world hangs on the very precipice of doom.”

Silence greeted Rarity’s pronouncement. She gave an ingenue bat of her eyelashes in Trixie’s direction. “Oh, I’m sorry, did you need more details? I was just ‘getting on with it’, as you put it.”

“I like her,” Berry muttered under her breath, audible only for Trixie’s sake. “She’s like a fine wine: cultured, sharp, and incredibly beautiful.” She flashed Rarity a wink.

Rarity stood a little bit taller. She flashed Berry a positively dazzling smile and a quick, coy wink. “Well, I’m increasingly liking it here myself. It seems there’s no shortage of mares of refinement and taste.”

Trixie set her hooves back down against the deck, leaning back further onto the cushion she sat upon. Her frown was quickly eroding. “So, you’re what, exactly? A spy? Or a madmare. Either way, it’s far more interesting, at least.”

Rarity lifted her muzzle, staring thoughtfully at the ceiling for a moment. “Spy is such a dirty word. Rather, I’m… an observer.”

A purple-topped head turned, followed by orange hooves reaching up onto the table. “Uh, aren’t those two just the same kinda deal?” Scootaloo asked.

Trixie shot the filly a sharp glare, making the girl wilt almost immediately. “Funny,” Trixie said, “I don’t recall giving you a commission, nor a place to speak at these briefings. Maybe it slipped Trixie’s mind.”

The Captain turned her gaze back to the ‘observer’ at the other end of the table. “So, aren’t those two just the same ‘kinda deal’?” Trixie repeated, giving her deflated steward a sidelong smile.

“From the mouths of foals and all that.” Rarity breathed an overwrought sigh and shrugged a shoulder. “A spy, then. There is truth in the ‘myth’ of Celestia’s departure. She took her ponies with her across the sea in a great exodus. And for their part, the Equestrians were happy to see them go. After all the strife at the opening of the new millenium, they wanted to take their own fate in hoof. The monarchists were not wanted in that new Equestria. Celestia would never defy the wishes of her own little ponies, but she never ceased thinking of us as that. Her children. And like any mother, she likes to make sure all is well with us, even those who turned her away.”

Lyra rubbed her head, sniffing gooily. “Wait a sec… so I’m either having another dream, or you’re telling us that the whole legend-y thing is true? That there really is some kinda sun god?”

Rarity shook her head quickly. A look that bordered on scandalized flickered across her expression before she clamped down on it. “No! No. Nothing like that. A god is some creature that is worshipped. Celestia would never allow such a thing. But an immortal who has taken the task of ancient Unicornia, in raising the sun and moon? Yes. She exists.”

“Again… same kinda thing,” Scootaloo butted in.

Trixie lit her horn. The outline of a pink arrow puffed into existence in front of Scootaloo’s muzzle, shaking threateningly in her direction. It might have earned a bit more intimidation value if Trixie’s horn didn’t flicker out almost immediately, dying with a sharp snap of unbound magic that made the Captain yelp.

Rarity sighed, levitating a bottle of wine toward her horn. She touched the bottle with the tip of it, passing along a spell that caused frost to grow from the point of contact, surrounding it. She levitated the chilled bottle across the table to press it against the base of Trixie’s horn. “Captain, if you would kindly stop casting spells, before you seriously hurt yourself? Honestly, do they teach unicorns nothing about the dangers of over-channeling here?” Her gaze turned toward Scootaloo. “And yes, there’s a difference. A god is something above a normal pony. Celestia is simply… Celestia.”

“Okay, if she does exist, then what does she want with Equestria? She never seemed like the war-mongering type in the stories,” Berry said, rubbing her chin as she gave Rarity an appraising look.

Rarity’s ears folded back, and she took a half-step back. It was almost as if she had been struck. “W-war? Don’t even think such a thing! Celestia would sooner throw herself from her tower than countenance the killing of ponies.”

“I guess you wouldn’t then…” Pinkie added, one ear folded and the other upright. She sat in the corner of the room, tinkering away with a screwdriver and oilrag at Gummy. The robotic reptile blinked.

Rarity closed her eyes and turned her muzzle away from Pinkie Pie. She swallowed at a thick knot of emotion that seemed to be stuck in her throat. “No. I suppose not,” she finally managed. “And I don’t know how I could face her with my head held high, after discovering that.”

Scootaloo, oblivious to the emotion and tension in the air, was transfixed on the alligator. “... cool!” She zoomed over, wings almost on fire. Pinkie seemed to desperately cling to the chance at a distraction, and the two quickly entered a quiet, shared conversation.

Some of Rarity’s resolve returned, once Pinkie’s blue eyes were off her. Her voice had lost some of its sweeping, dramatic tonality. “I wasn’t sent here to cause trouble. Not to sabotage or steal. It was arranged for me to simply… live here, to keep a hoof on the pulse of the court. Things have been getting worse and worse. So, I took a risk. I stopped being the ‘observer’ and became the spy, to sate my own foolish curiosity.”

“Subterfuge isn’t something for amateurs. If you mess it up, you end up having to be saved by a naked unicorn chimney sweep,” Trixie less-than-helpfully pointed out, ignoring Surprise’s scowl. “Still, any plan you can walk away from, etcetera, etcetera. Is this the point where we finally find out about the Lord Regent’s downfall and the world-shattering threats?”

Rarity inclined her head in concession. She cast a levitation spell to withdraw a small scroll case from the folds of her gown. “Something—and I avoid using somepony for a reason—is giving the Lord Regent orders. Something long sleeping that they’ve woken up.”

Berry glanced at everypony, then stared at Rarity and waved her hoof. “Care to be less vague?”

There was the slightest hint of discomfort in Rarity’s expression, if only for a moment. “Mind, I’m working from a rather limited source of information. Correspondence from where they woke this… creature. How or why they did so, I’ve no idea. Why they are listening to this being, I am unsure, beyond suspicion and intuition.”

Berry turned, facing the hulk of a stallion who somehow managed to remain completely inconspicuous in all this. “Big Mac, you got any idea what she’s talking about?”

“Eenope.”

“Thought so.” The mare went back to look at Rarity, eyebrow quirked.

The aura around the scroll case Rarity levitated sparked and sizzled. Its colour faded from sky blue to rose pink. Despite a cry of protest from Rarity, it flew across the table to hover in front of Trixie. Its contents floated out, a sheaf of rolled paper that Trixie began to read through.

Rarity’s horn brightened, but there wasn’t so much as an answering flicker in Trixie’s hold. She set the bottle she was levitating down and let her horn go dark with a sigh. “Yes, go ahead then, read it.”

=====☼=====

Trixie was quiet for a moment as she shuffled through the papers. She wasn’t unaware of Berry’s attempts to lean over and take a peek, but she didn’t begrudge it. Berry tended to stick her nose in things, and by and large that worked out for the best. A quartermaster who paid close attention was a valuable commodity. Besides, it would be too much effort to scold the earth pony, with Trixie’s head already pounding and her thoughts so easily drifting. It didn’t help that the text on those scrolls was so absurd.

“Half of this is just brown-nosing. ‘Her Glorious Darkness’? Really?” Trixie said.

Trixie could feel her expression clouding then, as she read further. Gone was any hint of playful surliness from her mood. Her gaze became steely. She’d practiced it in the mirror long enough to know. The room lapsed into silence as the mood spread to her crew. She set the papers down and stared across the table. Rarity appeared to keep her composure, at least on the surface, but her tail drooped slightly, and her ears twitched, threatening to flatten.

A fire built from frustration and outrage was growing in Trixie’s chest the whole time. The signs were all there: an irritated ear flick, deep, heavy breathing through her muzzle, her hind hoof tapping on the floor erratically. All were attempts to release that heat, but it burned and bubbled like a boiler ready to burst from overpressure. And there was only one way to relieve it.

A pink light snapped around Rarity. She found her hooves leaving the rich, mahogany floorboards in favor of empty air as she was all but flung against a far bulkhead. Her back slammed into it, nearly making the oil painting of a posing Trixie jump off the wall. The air rushed audibly from her lungs in a breathy cry.

Trixie rose slowly from her cushion to make her way around the table with a daunting lack of haste. One of the first things she’d ever learned after she was conscripted was how to walk with proper menace, to tell ponies to stand aside. All of her crew kept their rumps right where they were. Even the normally fearless and imperturbable Big Mac simply following her with his eyes from the corner of the room despite the quiet look of disapproval on his face. The slowness of her pace was to her benefit, despite how it made her suffer under that look. Pain lanced so fiercely from her forehead that she could barely see. Her hooves threatened to slip under her as they grew increasingly numb, save for an irritating pins-and-needles tingle.

The trapped noblemare didn’t stay idle. She brought her horn to life once more to try and push away the magic surrounding her. It was foal’s play for a unicorn to shake off another pony’s levitation spell from their own body. This time, it was like trying to push her magic through a wall of lead.

Trixie’s horn sparked, and pain blossomed where it scalded her, but she kept her aura clamped down, feeding enough power into it to suffocate the feeble resistance. The glow around the other mare deepened to match to the intensity. The wall creaked behind her under the pressure of her body against it. Trixie couldn’t care less. It would have felt beautifully satisfying to push the damned madmare right through the wall, the consequences to Trixie’s pantry be damned. But they had unfinished business first.

“You made us cut our mission short,” Trixie said, darkly, her voice like a steel knife: cold, cutting and deadly. Her eyes, however, spoke of a barely contained fury. She stepped in front of the pinned mare, using her magic to pull her head down, so she was forced to meet the Captain’s vengeful gaze. “You endangered my crew, one member of which is lying in the sick bay with a bullet in her throat. And you did it for that?” she bellowed, pointing a hoof toward the papers she’d read through.

Trixie’s magic reached back to sweep Rarity’s documents from the table. The effect was suitably disdainful. It was only a small satisfaction. “For a foal’s tale? Nightmare bucking Moon? Did you need us to deliver a hold full of feathering candy to keep her passive?” Trixie hissed.

“Bloody hells Trixie, put the poor mare down,” Berry said, her tone strong, but not scolding. The Captain saw her giving Surprise a quick squeeze on the shoulder as she passed on her way around the table.

Rarity’s voice was a wheeze, at best, when she spoke. The pressure forced against her chest and throat allowed no more. That did more to give Trixie solace than the papers; Cloud Kicker wouldn’t be speaking easily either, so the justice of it was sweet. “Not… a story.”

Trixie ignored her quartermaster, still glaring dangerously up at the immobilized unicorn. “So says the madmare who believes in gods and boogeymares. You got ponies killed. Ponies under Trixie’s charge. By rights, you should be tossed overboard. Thank your sun goddess for Trixie’s mercy. She’s going to land the ship first.”

“Trixie,” Berry almost spat. “See, this is exactly what Surprise was talking about. Sure, we’re the ‘good guys’, but this?” She approached Rarity, her steps slow and careful. Very tentatively, she reached out towards her neck, almost shivering as she felt the hum of magic. “Threatening ponies like this sounds like something the Regent’s goons would do, not us. For Celestia’s—sorry, I guess I should say your sake—does she look crazy to you? We should at least hear her out before deciding what to do with her.”

The sorceress glanced back at Berry from the corner of her eye. “Threatening ponies who try to get her mares killed is something the Captain of a bucking warship would do. When the ship follows the whims of its quartermaster and bookkeeper, then it’s a trading scow. So stow it.”

Berry took a deep breath, exhaling through her nostrils. “Cut the tough mare act. We both know that in your state, I could take you out in one kick. Not that I would though because…” The mare rubbed a hoof over her chest, her wounds now clotted. “I know you care, otherwise you wouldn’t be flipping out in the first place. But thisis the wrong way to do it. I thought you knew that.” After a short pause, she added quietly, “Once a Regent’s lapdog, always o—”

Rarity dropped from the bulkhead as Trixie released her magic, bouncing off a bolted-down table and sending a sterling tea set resting there crashing to the deck.

Trixie spun around to face off against her treasonous quartermaster. Her horn spilled energy in a tide of arcing static. All of her emotion seemed to pour into it, escaping as violent magic and an inarticulate cry. The expensive wooden floor cracked and smoked at Berry’s hooves. “Get. Out,” Trixie growled through gritted teeth, once some of that fury was spent. She could feel herself shaking with emotion: rage, betrayal, and a shame that refused to lay down and submit.

Pinkie wrapped a foreleg around Scootaloo, the filly positively shaking. Her eyes wandered over to Rarity, who everypony else seemed to be ignoring. After her neck had gone back and forth like a yo-yo, she shuffled over to Rarity’s side. Slowly, but not very surely, her hoof found its way onto Rarity’s foreleg.

Surprise fluttered into view between the raging magician and her quartermaster. She landed carefully, making sure not to put her hooves down where the wood was smoldering. “Berry, shut up.” Surprise turned more fully to face Trixie. She took a step forward. “Cap’n, take a breath now, okay? Maybe two. You’re right. If we’re being played, or tricked, or trapped, then we’ll have to take steps, y’know? But c’mon, all this isn’t you. It’s the magic starvation messing with your head. The Trixie we love makes big plans and sets ‘em off with style, right? That’s certainly what you did when you caught the beautiful and dastardly Captain Surprise. Screaming and brute force isn’t that.”

There was a pregnant pause in the room. Trixie squashed down the urge to lash out further, consequences be damned. The magic inside of her, so depleted and meager now, still wanted to be spent. It wanted to answer her anger and it pushed to get out. Trixie forced that aside and took a breath. The Great and Powerful Trixie was above it all, and CaptainTrixie was even more so. That was the image she was supposed to project. It was her. That was all the sign that Surprise needed, apparently. She darted forward and wrapped her wings and a hoof around the sorceress’s neck. She was soft, warm, and smelled of a comforting mix of cooked vegetables, her unicorn’s perfume, and a tiny hint of engine oil.

Trixie felt the bump of a muzzletip against her cheek. “You’re such a featherbrain, Captain,” Surprise whispered fondly to the still-shaking mare. “Just because a big spell like that doesn’t lay you up in your bunk for a week, it doesn’t mean you’re in the proper shape for all this.”

Trixie’s response to the embrace was exactly what it always was: a great deal of uncomfortable squirming and trying to find a place to wedge a hoof against the clingy pegasus, to pry her loose. “The ship needs its captain,” the unicorn protested. “Now let go.”

Berry stared at the smoke coming from the burnt floorboards just beneath her. “I-I’m gonna go have a drink,” she said, her voice just barely faltering as she made her way out.

The pegasus looked back toward Berry as she left, dismay colouring her expression. The mental calculation that followed was almost visible on her features. In the end, she remained attached to the struggling captain.

“The ship needs a clear-thinking captain. I promise we won’t crash her into a mountain before morning,” Surprise retorted, between the occasional grunt from jabbing hooves or tugging magic. She remained firmly latched on. “Go get some sleep. We can find out what sorts of costumes and candy we’ll need to sort out the crazy unicorn lady’s Nightmare Night problems, later. It’ll give me some time to sketch out a cat costume for Lyra, too.”

“Uh… meow?” Lyra purred lamely.

Surprise looked back over her shoulder at her marefriend, incredulously. “Okay. Yeah. We’ll have to work on that, too.” The pegasus’s turned cheek made an excellent point of purchase for a blue hoof. It mashed against her cheek until Surprise was forced to let go of her captive superior officer. She took back to the air, sticking her tongue out at the unicorn. It somewhat degraded the serious, scolding look she put on afterward, as she pointed to a hatch at the far side of the cabin. “Now, bed. I’ll get our guests and their alligators tucked in until our captain is back on her hooves, okay?”

Trixie folded back her ears. It was bad enough having Berry trying to defy her: having Surprise talk down to her wasn’t helping, especially not in front of her crew. Still, she couldn’t allow herself to get angry again, not with her reputation at stake. She glanced back toward Rarity behind her, who seemed to be wrapped up to some degree by the new tinkermare. She didn’t say a word, however, simply nodding to her first mate and heading off in the direction of her room, her head raised in a put-on show of untouched imperiousness that wouldn’t have fooled a soul. Trixie was certain her utter humiliation was clinging to her like a visible fog at that point, impossible to miss. Big Mac made no comment, as usual, loyally escorting his captain to her quarters.

Surprise flitted her way toward the huddling mares. “Don’t worry, okay? We’re not bad ponies. It’s just… this has been a weird, bad sort of day. It’ll get a lot more normal from here on.”

=====☼=====

‘Normal’, in fact, did not return after the tense meeting was over. But when you’re on an airship far away from home with a mare that looked really super like you, normal kinda got tossed out of the window to fall on somepony’s head who probably deserved it more; Pinkie never needed it in the first place.

Octavia (must have been Octy for short) showed Rarity and Pinkie to their room. Octy was a good choice, considering she looked nice—Rarity wouldn’t stop peeking at her and pretending like she wasn’t—and had good manners. She left them alone once they got there, instead of hanging around like a potted plant.

The room was… cozy. Comfortably cozy. Comfortably cushty cozy. Comfortably cushty, cozy and considerably close. Pinkie had bigger closets. Not that she wanted to think about the ‘had’ part all too much. There was a bed, plain but nice. Pinkie would’ve preferred hammocks to swing about in, but she could jump on beds, so the trade-off was equal.

The only kinda big problem was the fact that there was only one. She didn’t really know if she wanted to be comfortably cozy, cushty, close, and cuddly right then.

“Sit,” Pinkie ordered, pointing at the C.C.C. bed. Rarity did as asked without question; a raised eyebrow was definitely not a question. The toymaker plonked herself down in front of Rarity and started inspecting and lightly prodding her neck. Even though Pinkie’d had time to wash the bad hoofsie, Rarity’s eyes still followed it. She did a bit of jumping and squirming when being poked, too.

Rarity shook herself out of her guilty staring. “Really, Pinkie. I’m quite all right. I shan’t fall apart over a few bruises from an overblown, narcissistic brute.” Rarity looked over her shoulder at her fancy dress, which was all ripped and torn along her back. Her already shaky smile went downy and frowny. “That’s more than I can say about this dress.”

“Dresses can be replaced. Ponies can’t,” Pinkie said, briefly looking into Rarity’s eyes for a moment, then looking back at the mare’s neck.

Pinkie might as well have popped the purple-maned pony with a pin. She practically deflated where she sat. “I would have thought it would get easier to hear that over time. It doesn’t.” Rarity frowned even deeper. “I suppose there’s no use in apologizing further. It won’t bring them back. Nor will it make it any less a crime to make a pony like you witness it.”

“Hm…” Pinkie got up and started musing to herself. Walking around in a circle over and over again often helped speed up the thinking process. In that room there was only enough room to do sort of a squished line. Or maybe a messy ‘L’ shape if she kinda hooked around the bed just right. Just starboard? Ships were hard. “Let’s play a game,” she said, stopping in place. “I ask you a question that you gotta answer honestly and truthfully, then you do the same for me.”

Rarity’s nose got all scrunchy, but her frown kinda turned up a little bit on the port side. “When grown mares play these sorts of games, darling, there usually ends up being clothing upon the floor and promises never to speak of things again.”

Pinkie jabbed a hoof toward Rarity. Gummy was clinging on the end, so she had to shake him off first. He gummed onto the end of the bed’s threadbare covers and hung there, swinging. It was always nice when everypony and everyalligator found ways to have fun. “So you’re not going to tell the truth, then?”

Rarity dipped her muzzle down. “I will, of course. Where I’m from, honesty is one of the pillars of our society.”

“I guess it’s a pretty shaky one.” Pinkie stopped, then sighed angrily, bonking herself on the head. “Sorry. But I’m all mixed-up like a test tube full of… mixed-up bubbly stuff. I’m real mad at you, but I’m also kinda sad, and now—” She pointed at the still-raw markings on Rarity’s neck. “—I just feel bad.”

Like Pinkie trying to resist the temptation to poke at a delicious-looking cake in the oven, Rarity reached out with a hoof, as if to hug her. She drew it back before she even got halfway there. “No. You’re not wrong, Pinkie. Yet, as that darling filly pointed out, I am a spy. It’s a trade that lends itself to deception. But, I promise that I won’t lie to you now, if you ask your question.”

“Okey dokey,” Pinkie said, purposely omitting the ‘lokey’ because the ‘lokey’ was generally used for good situations. “Do you enjoy kil—” The mere mention of the word was enough to make Pinkie retch. “—Making ponies pass?”

Rarity’s hoof reached out again, and actually touched her this time, all lightly, under her chin. Her look was a more than a little sad. “Dearest Pinkie, you’re a perceptive, sensitive filly. One very intent on the happiness of other ponies, I’ve noticed. You don’t really need me to answer that, do you? Did I seem happy to be killing those ponies?”

“Well, no,” Pinkie faltered, but absorbed some more resolve the next second. “But you’re a spy, and they’re super-great at acting. Plus, it’s against the rules to answer a question with more questions. It’s like wishing for more wishes.”

“If I’m such a peerless actress, could you trust me to answer now? But I suppose that’s a question.” Rarity’s voice was flat, or tired. She shook her head and brought her muzzle up to look into Pinkie’s eyes. “Killing those two ponies was the most vile and most wretched thing I’ve ever done. I did it knowing fully that it could never be forgiven, and that it could never be taken back.”

Pinkie started to open her mouth to speak, but Rarity cut her off. “And in the interest of full honesty, I need say this: I would still kill them, if forced into the same situation again.”

The toymaker’s ears flattened against her head, her eyebrows furrowing, then raising as deep, troubled lines appeared on her forehead. “... Why?”

Rarity’s ears seemed to follow suit, pinning back to an almost painful-looking degree. “Necessity. Pragmatism. All those horrid little reasons that boil down to it being for the greater good. I would kill them because not doing so would make it far too likely that nopony could be warned about what I found.”

Again, the unicorn continued on, turning her head away to look at one of the walls. It didn’t seem very interesting, but she seemed intent on it. “What I would change is… you. I would have sent you away. I wouldn’t have made you see… that. I would have let you try to get back to your beautiful life.”

Pinkie certainly didn’t see what was so interesting about the wall, but staring at it allowed her to think. She made a thoughtful noise. Then another. And one more which she drew out. “Final question.” She patted Rarity’s cheek so the mare would face her. “Why did you lie to me?”

“Have I?” Rarity asked. “Lied to you, that is? Lies of omission, perhaps. Because it would have done no good to put you in danger. I was always what I seemed to be, dear. It’s just that there was a little more you hadn’t discovered yet.”

Pinkie thought over it some more, staring into Rarity’s eyes. To Rarity, it felt like she was literally looking into her, seeing her soul, what her qualities were, her entire essence. “All right…” she finally said, stepping back. “But I can’t just switch gears and be like I was before. No, that’s silly, and switching gears is unhealthy for machines anyways. Besides, too much’s changed.” Sighing quietly, she sat her rump down on the floor. “Your turn, if you wanna.”

There was nothing for Rarity to do but nod her head. She didn’t take long to think of her question. It was a bit of a doozy though. “What do you think of me? Now, after everything?”

“Oooo, why’d you have to ask such a toughie?!” Pinkie laid down on the floor, rubbing her head and tapping her hindhoof. “You’re still really pretty. And you don’t seem like a bad guy. I felt really worried after that craziness at the meeting, so I still care, but…” Pinkie bit her lip, stealing a quick glance at her formerly-bloodied hoof. “A part of me’s a little scared, I think. It’s just… you could do that to anypony…”

Rarity gave a quick shake of her head. “No, Pinkie. Don’t even think that. Not anypony. And never casually, never causelessly. It’s the one thing I have to cling to: that what I did, I did to save the lives of innocent ponies.”

Pinkie simply nodded, her mane bobbing up and down. Her eyelids were starting to feel heavy, and were opening and closing like they were yo-yos. It had been a mega-long day, and what she really wanted right now was to sleep and dream; Candy County was always a brilliant place to visit.

She curled up on the floor, wrapping her tail around her as best as she could. “Tired. Gonna have some sleepy times…”

Pinkie started to glow, which was nice, if not exactly normal. She felt herself get really light. She didn’t exactly feel a real push, but she floated up off the ground, drifted around Rarity, and was set down gently on the less-than-bouncy bed.

“You can have the bed, darling. I shall… rough it.” Those last two words sounded all squeaky and whimpery. She looked at the floor sort of like you’d look at a big, scary spider that just crawled up onto the end of your muzzle. She still slid her forehooves down onto it.

The bed was rightfully deserving of its C.C.C. title, even if it wasn’t very springy. Pinkie stretched her limbs, then curled up again into an itty-bitty-twinkie-Pinkie ball. “Okay… just for tonight,” she said, yawning afterward.

There was a whole lot of whispery grumbling and magical dusting before Rarity found herself a little corner of the room, wedged in between the bed—the bunk!—and the wall—the bulkhead! All the rustling and almost-swearing made it more than a little hard to sleep. She eventually quieted after having half-propped herself against the wall, dragging all her ruffly skirts in around her and cuddling up with them as best she could.

Pinkie was so tired, she couldn’t even be bothered to slip under the covers. But a pony laying there looking so unhappy was like an ache at the back of her brain that wouldn’t let her rest. A bit of squirming and wiggling had the covers in her mouth, instead of under her. It wasn’t like she needed ‘em, but somepony else did. She gave a little toss of her head, throwing them over Rarity, more or less. “S’only fair, after a real scary day...” she sleepily mumbled, as she let her head sink back down to the pillows.

Before her eyes closed, she saw a bit of magic tugging the covers back down where they’d sort of bunched up over Rarity’s head. “Thank you, Pinkie.” She didn’t get to see the smile, but it was there in her voice, at least a little, as Pinkie drifted off to sleep.

Author's Note

Shockingly enough, I shall thank our pre-readers, Dusk Watch, Killer of Commas, 621Chopsuey, and Web of Hope. And while I'm at it, I'll say that I'm ever-grateful for the masked mystery man that is my proofer.

Chapter Five: Mechanics and Monsters

by JaketheGinger and Luminary

The world was blurry, dark and constantly pounding at her head.

Berry struggled to keep her eyes open as she lay there, somewhere between waking up and falling back asleep. She experimentally stuck her tongue out and poked at the damp floorboards. Her sense of taste was dulled, but it smelled familiar. Sniffing, she finally realized what it was.

Alcohol. Her best friend and her worst enemy, all in one.

She groaned, laying there in her booze puddle. The alcohol that soaked her fur… she could feel it. It was a taint. A shameful taint that clung to her, like a child holding onto her favorite toy. All her bravado was merely a ruse. Ultimately, she was subservient. Tempted and seduced by the alcohol that she made, or bought, or stole. Enough of it gave her ecstasy, as if it was somehow a good thing. The best thing, maybe. For a few moments, under its spell, she felt like the world was hers to enjoy.

It was all a lie. The only power she had was to make more, then consume it, trapped in an endless cycle.

Once a Regent’s lapdog, always one.

Oh, how funny! Berry knew she was clever, but to say something that beautifully ironic? Genius. She rarely remembered much during her hangovers, yet that stuck out in her mind. The way Trixie had so easily turned on her. How she could’ve burned her to cinders in less than a second. Berry could feel the heat under her hooves as Trixie glared at her. She had crossed one master, so she went and slunk back to the other.

Once a Regent’s lapdog, always one.

Berry tensed, closing her eyes and swallowing some bile that threatened to escape. She shivered as she felt it go back down, burning her throat. When it had settled, her eyes flashed open.

“N-no…” She struggled to her hooves, swaying for a few seconds. Taking stock of her surroundings, she saw that she had obviously picked one of the halls as a good place to pass out. Wine, rum, beer… all of it was spilled around her. Somepony had been mixing drinks.

She blessed her earth pony roots for giving her the strength to move away from the scene. A pegasus or unicorn wouldn’t even be walking, never mind acting like nothing had happened.

Berry kept putting one hoof in front of the other, staring dead ahead. It was dark. Not many of the lamps were lit, so she had probably woken up early. Not surprising, given that alcohol could mess with sleep. If she could tend to her duties, she’d be fine. That’s why she came aboard to begin with.

Berry sniffed and kept going. Nopony was awake, which meant it was the perfect time to personally check their supplies and see if anything was lost yesterday. Turning a corner, she assured herself that the crew would be fine for the next couple days or so, even if the fighting had caused some loss. It could wait.

“Good morning!”

Berry almost stumbled onto her rump, her head feeling as if it’d been cracked open like an egg. She was an earth pony, sure, but that didn’t do much against headaches. “Gah! What?!” she snapped at her greeter. It was one of the newer ones. The less sexy one. “Why are you up so damn early?”

“The early bird gets the worm!” Pinkie cheerfully replied. Her mane was as puffy as ever, prompting Berry to wonder if this was her bed mane. “And I think it’s really important to save that worm and then seize the day!”

An opportunity presented itself that Berry couldn’t ignore. “By the balls?”

Pinkie tilted her head. “What? I haven’t had time to stash any around here yet.”

“Never mind,” Berry grunted. Every time this mare spoke, it was an attack on her skull. “What do you want?”

“I was just looking for the engine. Gotta know what I’m dealing with if I’m staying here, right?” She blinked, then offered a hoof. “You got my name, right? Did you? ‘Cause if you didn’t, I’m Pinkie Pie. Great to meetcha, Berry!”

“What a nice name,” she drawled, loosely shaking Pinkie’s hoof. “Engine room is behind me. Find the stairs, then play hot or cold.”

“Ooo, I getcha!” Pinkie nodded to confirm that she did, indeed, ‘get’ Berry. “Thanks for the help!” She bounced down the hallway, her mess of a mane squishing against the ceiling.

Berry sighed, shaking her head and continuing on. She had a job to do, hungover or not. That didn’t mean there weren’t things that could help. That horrible tea the chef left bubbling away until it was practically mud was as good for hangovers as it was disgusting. She felt a dampness covering parts of her body. Sweat? Maybe. Random oil spillage?

Running into Surprise at the hatch to the galley was an unwelcome… surprise. If only just because the damned white and yellow pony was so brightly coloured that she practically caused a glare. Berry squinted. It made seeing the pegasus less painful to her tender eyes, but it didn’t keep Surprise from noticing her scowl.

“What dark corner did you hide yourself in last night? I was searching for you everywhere,” Surprise said, speaking over the rim of the platter she was carrying. There was a deep bowl of soup on it, and a dark, still-steaming loaf of seedy bread that the pegasus preferred. It probably would normally have smelled amazing, and set the earth pony salivating. Right now, it just turned her stomach.

Berry brushed past the pegasus, grunting. She had no time to be mothered by Surprise, of all ponies. “Doesn’t matter. I’m here now; I’m not dead.”

“Don’t speak too soon. Haven’t decided if I’m going to kill you or not yet,” the pegasus muttered. She floated over to one of the bolted-down tables to set her tray aside. Berry could feel the breeze from the pegasus’s wingbeats on her tail. “What the hay, Berry? The air around you is practically flammable. I could make booze clouds. I thought you were past this?”

“Funny, ‘cause I thought so, too,” Berry replied bitterly, still on her one-way course out of the room.

Forelegs wrapped around Berry, and a chin rested against her back. Surprise didn’t exactly make a great anchor, especially when she was in the air. “Hey, now. C’mon. You and Trixie fight all the time. It’s like, your thing, y’know?”

“She was gonna kill me, Surprise. And that other mare too, if I hadn’t stepped in.” She tried to shrug her pegasus passenger off, to no effect. “I can get attempted murder by your common mook, I’m usually trying to murder him right back, but… it’s different when it’s a friend. You see them change, right in front of you.”

Surprise let go, but only long enough to cling around Berry’s ribs instead. “You know that isn’t true. You’ve seen the Cap’n stop cannonballs. Or light the whole deck of a ship on fire. If she tried to kill you, she wouldn’t have gone after her precious, shiny floor instead. She just isn’t… right in the head, after she does the big stuff.”

“You wouldn’t know. You weren’t in my place, you were in your…” Berry waved her hoof around absently. “Happy-go-lucky land. And I wish I could go with you, but that isn’t how it works.”

Surprise frowned. Berry could practically feel it against her back. “Bad things happen. And there’s plenty of bad ponies. I didn’t snatch my ship away from the Lord Regent for no reason.” The pegasus’s legs tightened around her. The sound of wingbeats deepened, and Berry felt her forelegs begin to lift off of the ground. “Enough of the pouty walking away. Trixie’ll probably come right over to make up with you first thing, okay? You know she will. You’re pretty much her best friend in the whole world. Not that either of you would ever say it. It’s just the hangover making you gloomy, the same way the big spells make Trixie.”

“Well, she’s gonna have to talk to me about it first. Until then, I’ll just be following her orders,” Berry said, slowly stroking Surprise’s forelegs.

The bit of affection seemed to perk Surprise right up. She gave Berry’s mane a quick nuzzle and set her down. “Better. But still gloomy. You barely follow orders at the best of times. So don’t start with the really stupid ones.” Surprise flew overtop the earth pony to hover in front of her instead. “I’m going off to see Cloudy in sick bay. Didja want to come? Or are you going on duty?”

“Gonna work, yeah. It’ll help me sober up. Maybe clear up my thoughts, too.” A small smile was the last thing she gave Surprise before walking off towards solitude through labor… or, well, bookkeeping, at least. The kind you could do in blissful silence and dim candlelight.

“Berry,” Surprise called out, though thankfully not too loudly. “Next time, if you need something to make you feel better, and then make you suffer, come visit me instead, okay? I can cuddle you, then beat you up a little, and then probably repeat step one. And it’ll be way better for you than the bottle.”

The quartermaster kept walking away, a small noise escaping from her that resembled a chuckle, or maybe a snort.

=====☼=====

There was something to be said for sick bay, in Surprise’s mind. Oh, sure, bad things happened there. Ponies were sick and in pain, and that was genuinely bad. On the other hand, ponies on the mend were more than a little fun to coddle. Still, in this case, it was a bit depressing. There were eight or nine ponies taking up the bunks. Some of them, the bad guys, were strapped down. The occasional whimper could be heard. The scent of blood was heavy in the air.

It all gave ample reason to take refuge with a friend.

Surprise sat grinning at Cloud Kicker’s bedside, her left wing outstretched and beating slowly, to ensure the aroma of soup and fresh bread reached her. It was infinitely better than the strong, coppery smell that permeated the place.

Not that it would be enough. The little clay flask beside the tray told Surprise that the tough young marine had been enjoying the medical effects of everyone’s favorite flower salad ingredient, the poppy. A bit of laudanum made ponies even more hilarious, if very hard to wake. Surprise extended a hoof to prod at the mare’s side. “Wake up, sleepyhead. Your nurse-slash-hard-as-nails-superior-officer is here.”

Cloud stirred a little, trying to stretch out her wings. They didn’t make it far, trapped under the blankets. The lavender pegasus squeezed her eyes more tightly shut. “Only thing hard about you is your head,” the injured mare murmured in a groggy, hoarse whisper.

Not bad, Surprise thought, for a mare who’s been shot in the throat.

“If you’re that clever already, I know you’re really awake,” Surprise chirped.

Cloud grumbled something unkind and indecipherable under her breath, and raised her foreleg to rub at her face. The unfamiliar feel of fabric there made her pause and blearily force her eyes open. Not that much clarity was needed, given that the garments were bright yellow. “More socks, Surprise?” Cloud’s voice was indeed off to Surprise’s ear. It was so rough it almost growled. That, when mixed with how hazy the laudanum caused her to sound, made for a strange combination. “I have about five pairs of these now.”

“Uh-huh. Knitted ‘em myself, like always. If you want to stop getting them, stop getting hurt.” Surprise refolded her wing. “Besides, lots of ponies think socks are cute. I know Thunderlane does. You should be thanking me. I’m practically your wingmare, here.”

Cloud rolled her eyes, blinking away some of the gunk in them. “Mmm. Thunderlane is a young stallion. He likes a mare in anything; a mare in nothing is also fine.”

“They can be wonderfully uncomplicated,” Surprise agreed, companionably.

A dopey grin split Cloud’s muzzle, and her rough voice took on a teasing edge. “Oh, have you finally seen the light? Decided to give stallions a go?”

Surprise shook her head. “Just acknowledging the good points. There are wonderfully uncomplicated mares, too. So…” She extended one ivory wing, brushing downy feathertips against the bandages around Cloud’s neck. “... how do you feel?”

“Tired,” Cloud admitted. “Could be worse. I was lucky. Really lucky. The universe must be repaying me for all my clean living.”

A dismissive wave of a hoof was Cloud’s answer to that. She was clearly trying to focus, and her words lost a great deal of their sleepy slur. “Please don’t start beating yourself up again.” The hoof rose further, settling against Surprise’s cheek. The sentiment was a bit diluted by Cloud needing two tries to land her hoof in the proper spot. “You’re amazing. They needed to send their best out to get you. And when they finally pinned us down? You turned their best to our side. Besides, you wouldn’t have been so reckless about putting us in the capital to begin with, like Trixie. Regardless, you didn’t bugger things up any worse than I did. That idiot ball was big enough that it took two ponies to carry. We messed things up so bad that Lyra had to save us. Lyra, Surpr—Ow!” A pale hoof jabbed against her ribs cut off her words.

“Yeah. Lyra. The mare I love. Who saved our lives. Who has a bigger heart than all of us. And who makes a really cute squeaking sound when you nib—” Surprise blinked away an increasingly dreamy look. “I mean, just show some respect.”

Cloud rubbed at her side, grousing, “I’m sure you’re not supposed to hit patients.”

“S’okay, I’m not supposed to be letting you talk, either. Doctor’s orders. But you’d have been pretty miserable being stuck here, just lying around all quiet-like. So might as well fly the whole mile if we fly the inch.” Surprise made a motion toward the back of the room with her wing. There a white-coated, pink-haired mare in equally white clothing was snoring gently with a book draped over her face. “‘Sides, what the Doc doesn’t know, she can’t complain about.”

“Can’t argue with any of that,” Cloud conceded, sleepily. “It is nice to have someone around to pass the time with.” She stretched her wing out and hooked it behind Surprise’s head, dragging her in so she could place a kiss atop Surprise’s muzzle. “You’re the best Captain-first-mate-mother-figure-thing.”

Surprise squirmed out of the feathery embrace and smoothed down her long mane with a sigh. “I used to be an object of worship and desire. Now I’m a mother-thing. Mutinies have to happen. Soon.”

“Mmm, well, wait for me to get out of here first. Just have to rest up.”

“Nope! Have to eat up. I brought soup, which is getting cold. Serves you right for that mother comment.”

=====☼=====

“I’ll be the toast of the town, the girl on the go,” Rarity sang as she used her magic to draw open the small pouch sewn into her gown. She passed a levitation spell through the warped space there, fighting the urge to let her spell get twisted about by the transition. The song helped, keeping her in proper flow. “I’m the type of pony every pony, every pony should know.”

She drew a mascara stick and a brush from that tortured bit of space, and silently thanked her stars it was so much easier to manipulate those openings than create them. She could never get the hang of it. She’d had to cultivate other talents.

“I’ll be the one to watch, the girl in the flow,” she continued, dancing carefully through the sleeping cabin’s tight confines toward a spot where the light was better. She brandished a mirror in her magic and set about attacking her lashes and mane. She had no idea what Pinkie had done to her hair, but it was going to take quite a bit of work to undo it. It was like somepony had drooled on her while she slept. But down that path lay madness, so she willfully ignored it.

The downward tilt of the mirror revealed a bigger problem: the dress. She had no replacement, and it had seen better days. She began to peel off layers of it with her magic, adding more levitation to the zephyr of grooming activity around her. “I’m the type of pony everyp—”

There was a knock at the door of the cabin.

“Pinkie Pie? Did you forget something, dear?” Rarity asked as she divided her attention yet further. She opened the door to let the toymaker back into the cabin. “And what did you do to my mane?”

Rarity peered over her mirror at the door. There wasn’t a vivacious image of bubblegum pink waiting for her. Instead, there was a blue unicorn in a long, immaculately tailored coat and a tricorn cap. The cap was especially obvious, since its owner was hiding her face behind it.

“Why would you open the door if you were indecent?” Trixie complained.

Rarity looked down at herself. She still had her chemise on. The thin, breezy fabric covered her past the midthigh. A coy little grin couldn’t keep itself off her lips. “Now really, Captain. After your atrocious behavior yesterday, you would add insulting my appearance to the list of your faux pas?”

“You’re half-naked. And I’m not interested,” Trixie said from behind the hat. “I’m sure you look fine.”

“We don’t usually wear clothes where I’m from. Before I left, I counted that as a shame. I looked forward to wearing beautiful things, with no special occasion in mind.” Rarity slid her petticoats back up over her hip to better cover her Equestrian-scandalizing flank. “These days, I think I long to see another pony, instead of more fabric. I’m covered, Captain Lulamoon.”

Trixie lifted her cap. Her expression spoke volumes about how she almost pulled it back down. She lifted her gaze from Rarity’s skimpy clothing, and focused on her face, at least until Rarity sat down, and the brush and makeup began to whirl once more.

The captain watched the display with a certain morbid fascination, like one about to witness a train crash. “How are you not poking your eyes out? And did I hear you singing when I came in?”

Rarity turned to her mirror, batting her eyelashes at herself. Satisfied, she looked back to Trixie. “Mmm. I’d like to say it was all inborn talent, but that would be a lie. Oh, I’ve always had a gift for splitting my attention, but for the most part, it’s practice. Most fillies and colts worry about power. How much they could levitate, what spells they could perform. For me, it was more about doing things with grace and beauty.

“As for the song, well, it just helps me focus. Have you ever just had to sing? Had the words all but appear in your soul? Well, that’s what came to me, when I first came here. To Equestria, I mean.” Rarity stared off into space over Trixie’s shoulder, by all appearances lost in the memory. “The memory was a pleasant one to hold onto. I was so full of hopes, and dreams of heroism.”

“When you came from your… nudist colony?” Trixie ventured. “Your hopes and dreams didn’t survive?”

Rarity watched her own expression become grave in the mirror. It was not beautiful. She forced it toward something more neutral. “I came here and found the divide between the tribes growing every day. I found ponies starving. Ponies killing each other like savages,” she hissed. “I found that the beautiful world I thought I lived in was a great deal uglier than I had imagined.” Rarity shook her head stiffly. “But you didn’t come to reminisce. You came here to apologize, didn’t you?”

Trixie blinked. Her ear flicked uneasily. “And why would you think that?”

“You’ve been stalling. You don’t strike me as a pony who tip-hoofs around an issue. But you do strike me as one for whom apologies aren’t easy.” Rarity set her brush aside, and looked toward Trixie expectantly.

“Isn’t this the point where you tell Trixie that she’s forgiven? That it was nothing?”

Rarity pursed her lips. “No, I don’t think so. It was certainly something. The bruises prove as much. Nor do I care to be spoken of as if I were a lunatic.”

Trixie’s expression edged toward a scowl. She pushed that aside before she made it all the way there. “I…” The captain trailed off.

Rarity waited.

“I’m sorry. I treated you unfairly. You wouldn’t think that too much excellence could be a problem, but it is.” Trixie glanced to the side. “When you have magical muscle like mine, the energy to resist the magic leaves you more quickly than the magic itself. But by the time I’ve drained myself near to death, there’s still a great deal of potential left. At that point, I don’t have the strength to keep it in check. Add one little spark of anger, and it all explodes.”

After mulling it over for a moment, Rarity nodded her head. “It would have been better without the explanation, but apology accepted. They say the Princess’s pupil has a similar issue with control. Rumor says that she was scared by a snake that had snuck into her bed, and half her town was ablaze by the time Her Majesty arrived to calm her. Mind, that’s not to say I give you permission to act similarly in the future. Your first mate sent you off to sleep, and you seem much improved. Perhaps consider doing so immediately next time.”

Trixie’s lips seemed to want to curl into a frown. Instead, she nodded her head curtly. The silence stretched after that, making Rarity worry that perhaps she’d gone a bit far in her playful condescension.

Thankfully, Trixie broke the yawning quiet when she spoke. “I might be sorry about the way I acted, but that doesn’t make your story exactly convincing. Celestia at least has the force of history behind her. And windows in the Hall of Legends in Canterlot, and documents attributed to her. Don’t get me wrong, Nightmare Night is my favorite day of the year. I doubt I’d be the mare I am today without it.” Trixie levitated her tricorn cap off her head, giving it a wistful look. “Recalling that makes me miss my real hat even more.”

Rarity fought down her haberdasherous curiosity. Business before hats. “We had a Nightmare Night, too. The stories we told were a little different. I was surprised by how… ghoulish it was here. All talk of the poor mare eating foals. How horrid.” The noblemare shook her head. “It doesn’t matter. I just need a moment to think.”

The moment lasted until Trixie started to tap her hoof impatiently against the deck. Rarity rolled her eyes.

“Very mature, Captain Lulamoon.” The name prompted Trixie to begin to object, but Rarity spoke over her. “Very well then, let’s think of this differently. Let’s put aside the question of my sanity.”

“Isn’t putting sanity aside the problem at hoof?”

“Oh, ha-ha.” Rarity raised a hoof to make a dismissive wave. “It doesn’t matter if you believe what’s on those scrolls, or if Nightmare Moon exists. Nor does it matter if my ‘nudist colony’ is real, since I’m not the concern. The Lord Regent would seem to believe that she’s real, judging by the tone of the letter, and the implications of a long correspondence. It begs several questions, does it not?”

Trixie nodded her head slowly. “It’s an interesting bit of trivia, at least. I’m not sure what it gets us. Cults and household gods have been ‘in’ for the last decade. Even your Celestia.”

The Cult of the Radiant, Rarity thought, unable to suppress a titter. At least she muffled it behind a hoof. “Oh, it is cute how devout they are, despite getting it all wrong. Celestia would hate it, of course. I have one of their badges on me, somewhere. I was going to bring it back for her when I next visited.”

Rarity shook her head, banishing the pleasant digression. “Regardless, I would think that a better understanding of your enemy is valuable knowledge. Even if it’s just some other malign creature masquerading as Nightmare Moon, or even if the whole thing is a falsehood, we have a hint that there might be another power behind the throne. I suppose the Lord Regent might also be quite mad. Considering all that’s happened in the last few years, and how much worse things have gotten, isn’t that worth knowing?”

Trixie made a wordless, frustrated sound. “You really are a courtier, aren’t you? A manipulative, political animal.”

“I shall do my utmost to take that as a compliment,” Rarity said, dryly. “Does that mean I’ve convinced you?”

“That you’re not crazy? No. Not in the slightest.” Trixie rose up onto all four hooves, her horn lighting to place her hat in its proper position atop her head. She turned toward the door. “But that it might be worth exposing the Regent as a dupe, madpony, or fool being played by a pony, prophet, dragon, or spirit with far too much time on its hands? Yes. The unicorns would eat him alive after that.”

Rarity spoke up after Trixie had taken a few steps toward the cabin’s door. “Captain, if I may ask, what possessed you to turn on the Regent? All we ever heard in Canterlot were stories. Tales of the heroine being tempted by coin and dishonorable power.”

Trixie stopped, but didn’t look back. “Conscience, Miss Belle, or so I’d like to think. But that isn’t why I hate him. Him and his monstrous father.” She turned her head, looking back over her shoulder. “Those three diamonds. What do they mean?”

Rarity’s lips quirked into a smug, self-satisfied little smile. “Oh, so you did look.” Trixie’s cheeks warmed, and she opened her mouth to offer a retort, but Rarity continued on before she could. “Beauty. Finding it. Bringing it forward. That’s who I am at my innermost.”

“And does this supposed life of espionage allow you to live that out?”

Biting her lip, Rarity considered the idea for a moment. She slowly nodded her head. “I intended to be a fashionista. Brightening up the world by making everypony a delight to look upon. But… this still feels true to me. I went into the world to see its beauties, to experience the wonders of a culture so dissimilar from my own. Even if the results weren’t what I expected, the goal seemed true. And even when I took those letters, it seemed correct. The Regent and what may lurk behind him are horrific, and best opposed.”

Trixie’s tricorn cap lifted off of her head, floating in a rose aura. She examined it critically. “I’m a performer, Miss Belle.” Her voice took on a more grandiose lilt. “Captain Trixie should be The Great and Powerful Trixie. A pony who fills all she passes with the sort of magic and legend so missing in their little lives. A pony who makes a grim existence into one of wonder.”

Trixie started toward the room’s exit once more, far more reluctantly putting her cap back atop her head. “Sky Captain Trixie lives every single day as a lie. She has ever since she was rounded up and pressed into service. Every day is filled with the knowledge that I am the wrong Trixie. And for that, the Regent will pay.”

=====☼=====

Pinkie trotted around the depths of the ship, Gummy trustily gumming onto her tail like he usually did. Despite the realization that she’d probably never get back home for a super-long while, it was time to look forward, and that meant she had to run around and explore her new surroundings. She’d only need to go around the whole ship once before forming a map of it in her head, hidden nooks ‘n crannies ‘n all.

Mama Pie always said that the best way to do things was to start at the bottom and work your way up. Even though Pinkie had argued about it at lot as a filly, in retrospect, it probably would have been hard to build that rock silo back home from the top down. Gravity was the worst sort of nemesis, the kind that never showed itself. So Pinkie went all the way down the stairs, found some others, and went down those, too.

Like with all the very best explorations, she found something big and shiny almost right away. A whirling, swirling tornado, all twisting dark clouds, was trapped inside what looked like the world’s biggest glass bottle. Little zappy bolts of lightning were leaping out of it to brass spikes lining the inside. For some reason, that was sitting on top of a hulking Thousand-Year Coal boiler, which was familiar, if about a bajillion times bigger than the one she had to put into her ride-a-saur when her usual windy-things didn’t work out.

It was also, disappointingly, very off. None of the big pistons and spinny arms and steamy vents were going at all. In fact, aside from the tornado, the only thing moving in the whole big bay was a single pink and green tail sticking out from under the boiler.

Maybe it was one of the dust bunnies her sisters had told her about when she was younger. It did kinda look a bit grubby, grimey, and greasy in places. Not that any of those things stopped Pinkie from taking action.

“Hey! You’re not meant to be under there, it’s dangerous!” she warned, helpfully giving the tail a pull.

Like a particularly stubborn weed growing in a perfectly good rock field, the dust bunny attached to the tail refused to be uprooted. Instead, there came a startled yelp and the ring of metal on metal.

“Are you trying to kill me!? Stop that!” the bunny shouted. It sounded like a girl. Not dusty at all, really.

“You’re not a dust bunny,” Pinkie concluded. “They sound a lot more like,” she cleared her throat and put on a grouchy, thick accent, “‘raaawr imma dust bunneh’! But dust bunny or not, it’s still dangerous in there, so let’s get you out!”

“No! Don’t touch me. I’ve got the bottom panel propped up with my hooves.” The note of panic in the voice was rising. The mystery not-bunny made a wordless sound of exasperation. “And you made me drop my wrench!”

“Oh, sorry!” Pinkie flopped down onto the floor, peering into the gap under the boiler. “I think I can fit in and help ya! Incomiiiing!” She started worming and forcing her way into the small space, sliding up next to the grubby pony. Gummy did not follow suit, instead waiting and blinking.

The pony seemed not to be so much working as imitating a really badly made pretzel. Her rear legs were almost past her head, hooves shoved up against a huge slab of oily metal to keep it from falling and squashing her. One of her forehooves was half buried between them in a mess of pipes, plugging up a valve that was dripping greasy water. Her remaining hoof was trying to ward off Pinkie Pie. Her left wing was stretched far out to the point of being all shaky, trying to grab a wrench just out of reach.

Though her voice needed some work, the pegasus was otherwise doing a great dust bunny impression. Her white coat was marked by smears of grease, and her mechanic’s jumpsuit was so covered in dust from squirming under the machine that it almost blended in with her coat.

Pinkie took one look at her and giggled. “Wow, I didn’t know yoga was an extreme sport!” Blinking, she noticed the wrench that the mechanic was so desperately trying to reach. “Oh, lemme get that for ya.” It was almost insulting how effortlessly she reached over the pegasus and grabbed the wrench, passing it to her free hoof.

The pegasus took the wrench numbly, staring at Pinkie in that familiar, wide-eyed way. “How’d you stretch li—” She stopped mid-word, shaking her head. “Okay, I better get finished. I think the air down here must be bad. It’s making me see things.” She passed the wrench off to her mouth and curled her body up all the more, to get the wrench up into the boiler’s workings and close a valve.

Pinkie stayed there and observed with her big blue eyes. “Need any help there?”

“Naw unlesh you know why the gearbocsh has seized,” the pegasus said around the wrench. With a quiet groan of strain she pushed her back hooves up higher, moving the panel further out of the way to reveal a mess of cogs and belts. “Checked the preshure. The steam’sh flowing right. Can’t shee anything wrong with the gearsh.”

“Hmmm…” Pinkie tapped her chin, thinking most thinkingly. “Scoot over and lemme take a look?”

The pegasus gave her a flat look, then reached up to tap the wrench against the half-ton of brass held up by her rear hooves.

“Don’t worry, I’ll be able to handle it! One hundred percent!” Pinkie said, grinning confidently, her wide smile a light in the murky darkness beneath the boiler.

Distinctly less than confidently, the pegasus offered the other side of her wrench. “You’re the one they hired to help in the engine room, right? Not the rish noble?”

The question sparked a rare, blunt look from Pinkie. “Do I look rich to you?”

Like with most white ponies, the pegasus’s blush was very easy to see. “You look rish of shpirit?” she offered, weakly.

“Awwww, thank you!” she cheerfully replied, shuffling over so that the two were touching. “Okay, I’ll get help. Don’t need the wrench. Gummy! Mommy needs you!”

A few seconds later and the sound of whirring gears and claws clicking on the floor signalled the approach of the robotic alligator. He came up to Pinkie’s side, and she grabbed him before he went anywhere else.

“There’s a good boy. Now open wiiiiide!”

Gummy obeyed, opening his maw. Pinkie put a hoof on his tail and started cranking it, causing his neck to extend up into the inner recesses of the boiler, amongst the rusty gears. When he was far enough in, she pressed a button on his side, causing his neck and head to spin violently. Flashy, bright sparks came flying out, like mini-fireworks gone wild. The two ponies winced from how amazingly awesome it was, but Pinkie held firm and Gummy kept spinning and spinning until the gears started spinning, too! Pinkie actually felt a little dizzy from it all.

The problem seemingly solved, Pinkie stopped rotating Gummy and retracted his neck. “That’s my special little guy!” she cooed, nuzzling the alligator, then letting him go off and do his own thing.

The pegasus was speechless, hiding behind her free hoof, half peering over it with wide eyes. She must have been really, really impressed. She was even shaking with excitement!

“Think that did it?” Pinkie asked, peering at the boiler’s gears.

“I don’t even know what that was!”

“That was me fixing the problem, silly. Just needed Gummy for the help.” Pinkie proudly smiled down at her pet, who was waddling away from her. “Isn’t he super-duper?”

The mechanic looked from the waddling alligator, up to the gearbox, and back again. “What did it do?”

“Gummed out the gunk and ground the gears, that little one waaaay in the back was too big,” Pinkie explained, patiently. “Standard stuff, really.”

The pegasus swallowed. “Right. Totally normal.”

“Totally normal,” Pinkie agreed. “So how about we get out of here and make proper ‘hellos,’ ‘kay?”

=====☼=====

“So, I noticed you didn’t put any pretty flowers or scents in the machine, so, er, is Blossomforth your nickname, or were your parents really determined to make you a flower pony, but ‘cause you’re a strong, independent mare, you don’t need no destiny?” Pinkie asked, walking side-by-side with the mechanic.

Blossomforth, who had been in the midst of explaining where everything on the engine deck was, paused. A frown edged inward on her lips. “They generally don’t like it when machines get gummed up with flowers around here.”

She walked on, and it seemed like that was the only explanation she’d give. After a few steps, however, she continued, “I was born in Cloudsdale, but my parents worked in Canterlot. When the Lord Regent refused the Clean Cloud reforms after all those pegasi got sick or died, and the pegasi moved the city to the Hinterlands, my parents stayed behind. And, well, you’re from Canterlot, right? Do you see a lot of green things there?”

“Sure! Like moss, mold, and that sludgy green soup Rarity used to serve a lot!” Pinkie answered, innocently.

The pegasus stared for a long moment, then sighed. “Yes. Gross stuff. Not flowers. We were too poor for me to move, so I did what I had to. I always liked tinkering. So, I just ran with it.”

“I’ve never seen any real flowers, ‘cept for in a salad. Not growing, I mean. Heard a lot of stories though,” Pinkie admitted. She paused, pondering. “Seen them in my dreams sometimes, too. Those were nice.”

A little smile appeared, erasing that nasty old frown. It made Blossom’s freckly face a whole lot cuter, Pinkie thought.

The engineer closed her eyes, nodding her head. “You’ll see them now that you’re coming with us. I have. Whole fields of wildflowers, in dozens of colours, and each field different. I traded up for a bunk with a porthole, which took some doing. But I keep some of my favorites there, in the light.”

“Wow, maybe you can show me some of them later?!” Pinkie asked, hopping on the floorboards. Even they were squeaking in delight. Or maybe creaking in agony. “And maybe get some little flowers maybe and—I dunno, make a necklace, or something! And then we can trade ‘em!”

Blossom laughed, which was even better than the smile. She scrunched up her muzzle. “You’re just a big filly, I swear. Well, at least Scootaloo will have someone to play with.” She gave the bouncing mare a good-natured bump with her hip, and led her through the hatch to a second engine room.

It was much like the first. Same big boiler. Same spinny, crackling tornado stuck behind glass. But in this one, the boiler churned, and roared, and clanked. Bellows heaved, feeding the fires of the enchanted coal within. When Blossom spoke, her voice was almost drowned out by the noise.

“It’s not easy to find ponies who can work with the Vai—The Unbound Skies,” she said. “You probably won’t be working much with the engines themselves. Those need pegasi like me, which is the unusual bit. Shipbuilding is a unicorn industry. Working from a pegasus perspective gave Surprise some pretty… radical ideas. They work, and they can do what normal engines relying on just Thousand-Year Coal can’t, but it’s all very temperamental. And to make it worse, there’s a lot of complicated gearwork. It’s hard to find ponies who can work with that. It’s a bit of a niche art. Everything’s power and brute force these days.”

“Just leave it to me!” Pinkie shouted, her mouth ever increasing in width to match the intensity of her voice.

“I intend to,” Blossomforth answered, subtly shying away from the strange mare. “Well, after you help me with Engine Two, back where we were. That’s what Gear Box, our last clockwork expert, was doing when… there were problems. That’s one of the reasons we were in Canterlot. It’s hard to find enchanted goods like replacement self-winding mainsprings. Even harder to find replacement experts.”

“Don’t worry, we can be tinker-buddies,” Pinkie said, slinging a forehoof over Blossom’s withers. “You’re super flexible, so you can reach all the hidden dusty stuff causing a jam, and I can crank and cronk things, and then Gummy can sweep in and save the day!”

Gummy, who was on Pinkie’s head, fell off. He landed on his back and stayed that way, his little legs flailing to the tune of the whirring gears.

Blossomforth looked down at the hapless gator, incredulously. She folded her ears back and sighed. “Well, he’ll probably still get stuck less often than Lyra.”

“Silly Gummy. You can dance later.” Pinkie propped the plucky alligator upright. She gave his hat a little tap to straighten it. “And yeah, speaking of all that, what can you tell me about the other ponies here? ‘Cause it’s like a rogues gallery of… rogues.”

“I’m not exactly a social butterfly,” Blossom answered uneasily, rubbing the back of her neck with a hoof. “I might not be the best to ask for all the latest gossip and insights.”

“But you are a normal butterfly, ‘cause you like flowers,” Pinkie quipped, winking. “But c’mon, you gotta know some things.”

“I guess. I’ve been around for years now. What did you want to know about, exactly? Or who?”

“Your best friend on the ship, first!” Pinkie gave the engineer a boop on the nose, then on each of her freckles until her hoof was swatted away.

Blossom furrowed her brow, wearing a super-thinky look. “Guess that’s Cloud Kicker. She heads one of the two marine squads. She’s very… old world. All the Kickers are. Work hard. Fight hard. Play hard. I didn’t think I’d get along with someone so intense. But… well… she’s refreshing. She’s direct, and fun, and doesn’t talk at all about gears and machines. Opposites work okay together, sometimes.”

The pegasus scuffed her hoof against the deck. “She’s off in the sick bay. She got shot yesterday. Honestly, I could hardly sleep. I hung around until the doc kicked me out. Then I just worried and paced all night.”

Pinkie’s usual energy got put on hold, for the moment. “Is she okay?” The earth mare threw a foreleg over her and gave her a squeeze. “Are you okay? ‘Cause even a little bit of okay is a good thing.”

A little ghost of a smile reappeared. “Distraction helps. Like showing you around. She’s fine anyway, they think. I guess I’m just a worrywart.”

“Worrywarts are ugly. You’re a real cutie.” The toymaker dusted some soot off Blossom. “A little mucky, maybe, but even that’s kinda cute, in a way. I can see it in your eyes, too; Granny Pie always said they were the windows to the soul. So I guess that makes your mouth the door, huh?”

Muzzle and cheek reddening, Blossom laughed again, which was pretty good time—even for Pinkie—on a best-friend-in-the-hospital cheer-up. “Well, my mother said the gateway to a stallion’s heart is through his stomach. So I guess pony anatomy is just a little weird, all around.”

“I’ll say. What are your bones made out? Rubber?” A flash of inspiration hit Pinkie, making her gasp, just like all the times she had thought of those great toy designs. “You’re rubber, I’m glue!”

“You’re something, all right,” Blossom said, shaking her head and smiling.

=====☼=====

Berry was holed up in storage, checklist in hoof, eyes on the crates and supplies around her. It was a mish-mash of boxes of different sizes, ropes, junk, and of course, cobwebs. She smirked when she remembered the time she dared the captain’s little steward to lick one of those. Good times.

The abrupt departure meant that the crew hadn’t gotten everything they required, so she needed to see what the score was. That included food; feeding a crew wasn’t easy, and a hungry crew was a potentially mutinous one.

She tried to exclude the sight of stacked barrels and crates of bottles from her mind by sheer force of will. There might not be any Canterlot vineyards anymore, but the city was still a great place to stock up on ‘morale boosters.’ Given that purposeful blindness, she could perhaps have been forgiven for not seeing the collection of blue and purple colours watching her from the collection of hateful casks.

“Berry…” The voice made Berry jump, but its confident lilt was as unmistakable as it was short-lived. The tone shifted to awkward-as-Tartarus almost immediately. “... how are the supplies on Trixie’s ship?”

“Enough to last us a short trip, but only that, Captain,” Berry replied, not giving Trixie the benefit of a single look. “So, you come to finish the job?”

“No?” Trixie answered in confusion, one ear tilting quizzically. “If I wanted to deal with supplies and paperwork, I wouldn’t have a quartermaster. Never mind a most excellent and expensive one.”

“You know what I mean,” Berry grunted, hefting a small crate onto the ground. It landed with a thud, and she opened it, rummaging through its contents.

“Do I?” the captain asked. “Why don’t you explain it to me as if I had no clue?”

“Cut the crap, Captain,” Berry snapped. “I’ve thought you were many things, but stupid was never one of them.”

A dismissive snort from the faceless voice. “Oh, even an exceedingly intelligent mare like myself can still have trouble grasping a pony’s personal delusions. Since I’ve made nice with the cracked noblemare, and she isn’t here, I fail to see what you’re getting at.”

The earth pony snorted, turning to face Trixie. Her eyes narrowed. “How about you flying off the handle, completely ignoring me, and then almost killing me when I tell you to stop? Is that a ‘personal delusion’ enough for ya? Or have you deluded yourself into thinking The Great and Powerful Trixie can do no wrong, like you always do?”

Trixie raised her muzzle, giving her mane a prim little shake. “Almost killing you? Oh yes, it certainly sounds like more than enough of a delusion to me. It’s true that Trixie may have been acting like a mule last night, but you must have been deep into your cup to think I tried to kill you. Or would have.” She raised a hoof and made a dismissive wave. “Trying to kill you would have left a fine, red, wine-scented mist. Not a surly, unharmed earth pony.”

“Hold on. Deep into my cup?” Berry pressed, stepping forward.

Though she stood her ground, the unicorn wrinkled her muzzle in distaste. “Oh, are we going to pretend that I can’t smell the booze oozing out of your every pore from here?”

Berry held back a growl, walking up to Trixie. “This is so typical of you. Bringing down others just so you can feel better about yourself. Leave my personal issues out of this.” She jabbed a hoof at the other mare’s chest. “Got it?”

Trixie tried to brush that hoof aside. The gesture proved useless, since she couldn’t even shift Berry’s leg. The earth mare couldn’t keep a smug look off her face.

Gathering her dignity, Trixie raised her chin further, just so she could properly look down her nose at the taller mare. “Oh? And why would we be doing that? I thought it was open season for attacks on a pony’s character. Trixie is, after all, forever the Regent’s lap dog, isn’t she?”

Berry looked away, gritting her teeth. “Just leave me alone, all right? I’ll get things done, but only if I’m allowed to do them in peace. But you should realize that you lost just about the only pony actually willing to challenge you when your ego’s gotten too inflated.”

“How will I ever get along without you there to throw coal onto the fire of a volatile situation?” Trixie retorted. “I came here to apologize, but I can’t for the life of me remember why.”

Berry scoffed. It was a bitter laugh. “Probably because you never wanted to in the first place.”

“Oh, you would think that.” Trixie scowled, her ears sinking. “You’re so quick to play the victim, but you never give anypony else the benefit of the doubt. Most especially Trixie, who’s only ever the villain.”

“You were the villain, remember?” Berry pointed out. “Or did we all dream up Admiral-of-the-White Trixie hunting down Surprise?”

“Were is the key word. I was the villain.” Trixie was the one to reach out and shove a hoof against Berry’s chest. Unlike the reverse, it didn’t make Berry flinch, or even shift. “Was. I gave it all up. The fame. The power. The bits. Trixie would have had Equestria at her hooves in a few more years. But that’s not enough for Berry Punch. No, to her, list-checker and righteous judge of all ponykind, nothing can ever make a pony something other than a thug who kills her friends.”

“Pot, meet kettle, Trixie.” Berry smirked victoriously, drawing in close so Trixie could smell the alcohol on her breath. “Who’s victimizing themselves now?”

Rather than try her luck at matching her flimsy strength against an earth pony, Trixie made a dismissive huff and half-turned toward the stairs. “There’s clearly no point in continuing this charade. I came to say ‘sorry,’ so I will.” Her voice took on a venomous note. “I’m oh-so-sorry I scared poor Berry after almost burning out my horn to save her life. Obviously, next time I shouldn’t bother. Better to be lined up in front of the Regent’s guillotine than have to face so terrifying an ogre as Trixie when she’s almost too tired to walk.”

Berry turned away, flicking her tail in Trixie’s face. “Don’t you have a ship to run?”

After brushing some imagined hair from her coat, Trixie stalked off toward the stairs, though being who she was, she could hardly allow somepony else the last word. She called back, “Shockingly, Trixie still does. And all it cost her to keep it was one drunken quartermaster having a snit, and a dented teapot. It was a bargain!”

The sound of a crate being kicked across the room resonated in the hold.

=====☼=====

Trixie stomped her way up the stairs, practically seeing red. Well, pink, really. Her horn lit in sympathy to her mood, ready to lash out at her merest whim. Oh, how satisfying and effortless it would be to smash a hole in one of the walls. It would be something she actually had the power to control. Ponies were never so easy as that.

She didn’t do that. She closed her eyes when mounting the last steps, clearing her head and extinguishing her horn. There was no need for another show like last night. Calming herself was never easy. It wasn’t exactly something they spent a lot of time on when training naval combat magi. Better to allow the more paltry power of your average unicorn to run a little rampant. Setting an opposing ship aflame in one’s fear and rage was a combat tactic that broadly worked, compared to the ineffective flailing most unicorns would manage otherwise.

By the time Trixie opened her eyes, it was almost too late to avoid the little orange filly doing her best to appear as if she was innocently inspecting the walls rather than listening in. The unicorn stumbled to a halt, tripping over her hooves and banging her fetlock painfully against the edge of the stair. She spent a moment instructing Scootaloo in the fine art of sailor’s cursing while she shook the ache out of her hoof.

“... so you want a cup of tea, right?” Scootaloo asked, after trying to translate the angry rant.

Trixie practically growled, yanking the little filly up off the ground and floating her along the hallway at her side, marching with single-minded dedication toward the deck. The banged hoof made her wince with every step. “No.”

The pegasus buzzed her wings in agitation, her little legs flailing about in the air. “I’m sorry, Captain! Don’t throw me off the edge!”

Scootaloo zipped through the air in an arc, so she could be lowered in front of Trixie’s face. The captain give her a hurt, incredulous look. “Et tu, Scootaloo? Even Trixie’s biggest fan thinks she’s a monster?”

“Not a monster, but…” Scootaloo looked at her suspended limbs, letting out a strained grunt. “Put me down? Please?”

With a sigh, Trixie plopped the filly down onto her back, carrying her that way instead. It helped to keep the little pegasus from seeing her troubled expression, in any case. “You’ve been asking me about that flying lesson. I was just going to take you to go have one with some of the marines. That way, at least one thing might go right today.”

Scoots’s face immediately brightened up, the sound of her wingbeats loud and proud. “Really?!”

It took some effort to force a smile onto her face, but Trixie managed, somehow. Part of putting on a proper performance was attitude, and no amount of worry or heartache could make Trixie any less of a performer. She looked back at the pegasus who was practically hopping on her back in excitement. “Can you think of anything better to do today, my enthusiastic little admirer?”

How easy it would have been, even mere minutes ago, to call Scootaloo that with absolute confidence. Now, however, it was all Trixie could do to keep her smile fixed woodenly in place.

Author's Note

Through disasters and trials, illness and occupation, the chapter was finally finished. And heck, we're almost halfway through the next.

Sorry for the delay, everybody!

Thanks to my proofer, Pale Horse, who is no longer anonymous and publishes better stories than mine. And to our illustrious pre-readers, Dusk Watch, 621Chopsuey, and Web of Hope.

Collab-y factoid: I'd intended for the Berry and Trixie fight to end up with cat-fighting and eventual interrupted angry making out. But my brilliant machinations were vetoed by Jake. But since he was the engine for every good part of this chapter, I graciously humored his authorial horror with the idea. Relationships are about compromise. Sometimes even compromising about compromising positions.

Chapter Six: The Filly and the Foalnapper

by JaketheGinger and Luminary

From the warm, cramped underbelly of the ship lurched a sight that hadn’t been seen on deck for a few days. It walked to to the edge of the ship, looked down, and then promptly stepped away.

“Always forget you can’t see much from this high…” Lyra took a deep breath through her nose. “Still, nice to be get some fresh air at last.”

A white hoof rimmed with a thick red sleeve entered Lyra’s field of vision to playfully tousle her mane. “We’ve been out on the frontier too long. Can be easy to forget that there just aren’t enough pegasi to keep the skies clear after Cloudsdale took off.”

Surprise’s head lowered into view, placing a little peck of a kiss atop Lyra’s muzzle. “Nice to see you up and about, sweetie. And not naked this time, either.”

Lyra’s attire wasn’t exactly classy. A weathered brown scarf was draped around her neck, one that was probably too long for her. On her head was a tatty old apple cap tilted towards her right side so her left ear was still perked up (and nippable by Surprise). The rest of her ensemble came in the form of an unassuming brown jacket and a white shirt tucked underneath, the collar reaching around her neck and spreading out.

She pouted. “I thought you liked me naked?”

“Uh-huh. But I don’t want to share. It took a long time to get you just the way I wanted you. Why should everyone else benefit from my hard work?” The pegasus hovered closer to the deck, and was about as close to it as she was willing to get. “Speaking of that, where’d you find all those clothes? I have it on good authority that all of your drab stuff went mysteriously missing for reasons that surely don’t involve me. We need to match, missy.”

No one else on the ship managed to quite reach Surprise’s level of… fashion. She favored bright, primary colours, like her shockingly red coat, or the blue shirt and trousers below it. Every day was some new assault on the crew’s eyes.

Lyra rolled her eyes and tugged on her jacket. “You know I don’t like wearing those silly dresses you always want me in. I don’t see how anypony can take me seriously, when I’m in them.”

Surprise irritatingly patted Lyra between the ears, flattening her hat. “Sweetie, I love you, I really do, but nopony really takes you seriously now. You’re just our cute little underdog minstrel who’s saddled with a hilariously terrible ‘real’ job. You shoulddress in what I gave you, because it makes you look more like a proper little bard. That’s what ponies should love you for.” She flew to one side of Lyra, then the other. “Do you have your lyre with you, by the way? For all the clouds, it’s clear flying. Boring with a capital ‘Bore’.”

“I’ll save the music for later tonight.” Lyra scratched under the pegasus’s chin. “I’ll serenade you under the stars, hm? Wouldn’t that be much better?”

Surprise grinned, giving her lover a quick nuzzle. “You’re such a sap. Yeah, that sounds wonderful. Doesn’t help me now though, does it? In fact, s’going to have me sitting here daydreaming about it all day. The time’s going to crawl.” She jabbed Lyra in the side with a hoof. “So cruel to me, after I took care of you and everything.”

“Oh, so that’s how it is. If that’s how you see things, well…”

Lyra waltzed over to the side of the ship, hopped up onto her rear legs, and leaned dangerously over the edge. She looked over her shoulder at her marefriend and gave her a wistful, longing look. She then closed her eyes, spread her forelegs out, and bowed her head, seemingly in resignation. She leaned further forward against the railing, just moments from toppling over it. By the time Surprise had flown over, Lyra had already swung back around and planted her lips on those of the pegasus. It was the perfect bait for a perfect trap.

Just to make it all the more victorious a moment for Lyra, Surprise’s wings locked from the— well, surprise—when attacked with that kiss. She dropped onto the deck on her rump. Several of the surrounding crewponies snickered and laughed. Surprise’s head turned to level each of them with a killing glare that had them all wearing innocent expressions and finding their work incredibly interesting. Lyra was next in line for that look, but Surprise’s expression softened, and her eyes narrowed playfully instead. “Oh are you ever going to get it.”

“Later,” Lyra smugly replied, patting those white cheeks. The blush burning in Surprise’s ears rather ruined the effect of her glaring. It was just too hard for Lyra to take her seriously. “I’ve only just gotten up and about again. Give me at least a day before you break my legs. I still need to meet those new ponies.”

Surprise’s wings beat in long, purposeful strokes, lifting herself off the deck in her best impression of a hunting griffon. She floated toward Lyra with slow menace. “Oh-ho! Shouldn’t mention things like that. We pegasi can sense weakness, you know. Comes with being a proud warrior race. Oh, and the pretty, prissy one is up on the forecastle, but you’ll never make it to her.”

“You know me inside and out; it wouldn’t be a contest.” Lyra stepped forward and pecked Surprise’s cheeks, then leaned up towards her ear. “Tonight, okay?” she whispered. “It’ll be a night to remember, promise.”

“I’ll hold you to it.” In standard Surprise fashion, she wasted no time in going about her business. No sooner had she nodded her agreement than she was was winging off to do whatever it was that a First Mate did.

Shaking her head, Lyra walked down the deck. In hindsight, kissing Surprise had been a mistake; she was obviously tense, and the intimacy had just broken down a barrier. Despite having private quarters, managing to secure private time as a couple was actually quite difficult. Messes were always happening that had to be cleaned up. The last time they actually made love was… Lyra couldn’t even remember. Given how aggressive and pent up Surprise was, she assumed it had been a while.

This was confirmed after Lyra had taken a few steps toward the forecastle, vulnerably deep in thought. Something struck her from behind, and—tellingly—on top. Ivory and red legs wrapped around her, cushioning her fall, despite the banged knees it earned Surprise herself.

“Surprising Surprise and expecting to get away with vague promises and kissing? Tsk. You must still be feverish,” Surprise said. She scoldingly nipped at Lyra’s exposed ear. “Very un-Lyra-like, too. Could this be the big hero Lyra who saved me and Cloudy?”

The minty mare sighed. “Surprise, hun, I can practically smell the horny coming off you right now.” Berry always did say being blunt was the best way. “I know you want some loving, but you know that we can’t just go at it like bunnies.” Lyra’s legs quivered beneath Surprise’s weight, even though pegasi weren’t exactly heavy.

Surprise forcefully bumped Lyra with her muzzle, letting out an annoyed huff. Her ears flicked. “What is with everyone these days? Everypony’s so serious and gloomy. Even you. The most cheerful pony is the one who got shot in the the throat.” She actually managed something akin to a scowl, an expression that looked incredibly alien on her sunny face. “I’m not chasing your tail, Lyra. I just want to have a little fun with the mare I love.”

“Yeah, but…” Lyra collapsed to the floor with a grunt. “I’m pretty sure this is the ‘Congress of the Lotus Branch’ position from that book with the pictures, just without the toys.” She uselessly wiggled her limbs. “And I’m not a toy either, sweetie. I need to talk to the new ponies, make a good first impression, and show them I’m more than just your silly filly. I know you don’t think I’m capable on my own, but...”

“The silly filly’s the one I fell in love with. The one who plays songs for the crew, drinks too much wine when they pass it around, and grins despite ponies giving her a hard time. And yeah, the one who really can’t manage to make a daisy sandwich on her own, which is fine, ‘cause I like doing things for her.” Surprise beat her wings, lifting off Lyra with a sigh. “But fine, be serious Hero-Lyra for a while, if it makes you happy.” Without giving the minty mare a chance to respond, she flew upward in an arc across the deck, probably to sulk.

Lyra sighed and rubbed her head. Doubts began to plague her while she watched Surprise fly off. Maybe she should’ve indulged her pegasus, just a bit. It would’ve prevented her from feeling any worse, at least. She blew a kiss towards her mare, even if Surprise couldn’t see it, then headed towards the prissy pony who had been mentioned.

Lyra blinked when she got a good look at her. Maybe that was why Surprise had been so reluctant to leave Lyra alone? Jealousy was a tempting vice, and few ponies wouldn’t have been jealous of the pretty pony before her.

The mare, just as snowy-white as Surprise herself, was looking out along the course the ship flew with a distant, longing expression. It was like something from a romance novel. It didn’t help that the rich blue gown, which pooled around her hooves and probably cost more than Lyra made in a year, was a little worse for wear. The tattering and tears made her look just vulnerable enough to make Lyra want to wrap her up in her forelegs and tell her that everything would be okay.

Lyra then realized she was standing there, gawking at this mare she had never spoken to, and her mouth went running off without her brain. “Er… um…”

One ear, decorated with a glimmering diamond and silver stud, swivelled toward Lyra. That dreamy expression faded—unfortunately—and was replaced by a warm, welcoming smile. “Oh, hello. Am I in your way? Or did you wish to join me?”

Since her mouth and brain weren’t cooperating at the moment, Lyra opted to just stare at the open space in front of Rarity.

Thankfully, the noblemare seemed content to fill the void in the greeting. She followed Lyra’s gaze out toward the sea of rolling white clouds they flew over. “Mmm, it is beautiful, isn’t it? A different sort of ocean. We don’t have ships like this where I’m from. Pity that such loveliness is reserved for our winged cousins, is it not?”

“I guess, but…” Lyra shrugged. “Magic.”

“I suppose, but not all of us are as skilled as your Captain Trixie. You were at that rather disastrous meeting, weren’t you? With the first mate? We didn’t get the chance to be introduced.” She raised one perfectly filed hoof to her chest. “I am Rarity.”

“Lyra,” the minty unicorn replied, tipping her hat politely. “And yeah, I was at the meeting. But I couldn’t exactly do much, given that I had a cold and a very attached pegasus around me.” She couldn’t help but turn her head slightly to see if her beloved mare was right behind her. Sadly, she was still on the aftercastle.

“It seems that none of us were at our best that night,” Rarity said, ruefully. “It couldn’t have gone much worse. Hopefully it’ll turn out better the second time around. So, what do you do on the ship? I haven’t seen many unicorns. I imagine magical talent is rather at a premium.”

Lyra bit her lip, shifting on her hooves. “Er, nothing like that at all. Sorry to disappoint. I’m basically just the janitor here. I can get into the little spaces that most other ponies can’t reach, but that are too dangerous for fillies or colts.” After a beat, she added, “Blossomforth could probably manage. She’s nearly as flexible as I am, maybe more. Not too sure. I’m smaller though, and she’s higher rank, and—yeah.”

“Ahh. Well, I understand. A ship is a strictly run place, I’m led to believe. It needs to be well-maintained. I imagine it’s an important job.” Rarity inclined her head. “And really, in a way, I find it refreshing. In Equestria, unicorns are often far too convinced of their own inborn superiority. It’s nice to see one who’s not afraid to roll up her proverbial sleeves, like back home.”

“It’s not too different from what I was doing before. Just with a nicer environment and better ponies. For the most part, anyway.” Lyra snorted. “I think the captain could use a bit of… correction, sometimes. But she lets me hang around, so I suppose she’s not bad.”

Rarity stifled a little titter behind a hoof. She even laughed prettily, her blue eyes glittering with amusement. “Oh, yes. She’s quite the… interesting character, that one.” She leaned in a little closer to Lyra. Her nearness carried the sweet, floral scent of her perfume. “I think she almost had a fit when she tried to apologize to me. But I suppose I shouldn’t gossip about my host. Where did you live before?”

Lyra snorted, delightfully imagining the image of an exploding Trixie for just a few seconds. “Heh. Boom.” She blinked, then snapped back to reality. “Oh, right. I’m a Canterlot mare. Was. Whatever. You only need to take a look at me to guess what that was like.”

Rarity’s piercing eyes looked Lyra over, searching for some clue. “Oh? I’m afraid I can’t be sure. A lovely young mare, but one who worked for a living. If you lived in Upper Canterlot… a servant, perhaps? I’d have adored having a hoofmaiden like yourself. From Lower? You could have done anything.”

“If only I could’ve been so lucky as to have a mistress like yourself,” Lyra said, a charming grin accompanying her words. “But no, I was in the Lower parts. Chimney sweep. Got sent up dirty ol’ chimneys and cleaned them. Partially, at least; I could never get them completely clean. It was an impossible job, but I took comfort in the knowledge that if I was doing it, a child didn’t have to.”

“Ahh,” Rarity said, seemingly at a loss. How could a noblemare like her relate to that sort of thing? “One does what one must, in a place like Lower Canterlot. I needn’t tell you how that often turns out for some mares. So, how did you end up on a ship of fortune, then?”

Lyra giggled like a school mare. “Well, you’ll laugh, but… it happened so suddenly. One moment I’m poking my head out of a chimney, doing the usual business, and the next this random pegasus suddenly has me in her hooves and is carrying me off to her ship. She didn’t even tell the crew beforehoof, just dumped me in a bath, cleaned me up, and assigned me quarters. Didn’t even let me go when I asked nicely, so eventually, I just gave up. Nopony else seemed to mind.”

Rarity blinked, numbly. “You were foalnapped?” she finally asked, after a few moments of shock. “Onto this ship?”

Lyra suddenly clamped her hooves onto her mouth, eyes wide. “No! It’s not like—okay, so maybe it’s technically foalnapping, but...” She held up a hoof and started pacing around. “... hear me out! The life I have now is better than any I could’ve imagined while I was stuck in those chimneys. I prefer to think of this as… an opportunity. No, more than that. It saved my life.”

Her panicked expression relaxed, and was replaced by a deep frown. She went to the tip of the forecastle, rested her forelegs against the edge, and stared out at the horizon. “I’m not sure if Surprise even knows, but working in the chimneys? It’ll kill you. I didn’t work in them as long as some ponies have, but it was long enough to do some damage. That’s why you saw me all sick; it wasn’t the first time I’ve been laid up in bed coughing like that. I just can’t take the air in Canterlot anymore. It only makes things worse.”

Rarity all but stomped toward her, her expression intent. “Well, this will not stand. Regardless of whether or not you’re better off with these… brigands, you have no reason to stay. And I won’t countenance you being held against your will. You can rightfully claim to have worked with complex machinery. There are plenty of frontier settlements that would kill for a chance to get somepony with your expertise.”

Lyra whipped around in a burst of speed and placed her hooves on Rarity’s shoulders. “No! You can’t do that! Okay, it didn’t start off in the most conventional way, I know, but I’m in love with Surprise. She gave me so much that I can never really repay her. She opened my eyes, in a way. So I’ll always be hers, because I want to be.”

“How ghastly!” Rarity turned her head to glare at the pegasus across the deck. “Such things should be reserved for the more… scandalous novels. You aren’t some dog to be kept, who loves her master for giving her scraps. You have no need to ‘repay’ some frightful mare for snatching you from the streets. A crime where things incidentally turn out well is still a crime.”

“Haven’t you ever been in love?” Lyra asked, staring so fiercely into Rarity’s eyes it was almost a full-on glare. “Have you ever experienced the feeling where you know, deep in your heart, that you’d die for another pony? Even though you know it’s completely irrational? Even if others would say it was a bad idea?”

“I’m… prone to infatuation.” The noblemare admitted, carefully. “But love is something too wonderful to attribute to obligation. There’s a difference between being grateful and genuinely loving someone.” She stomped a hoof in frustration. “I simply don’t understand. These are foalnappers we're talking about. They abducted a filly off the streets to shove her into an engine. I can’t believe I was beginning to buy into the idea of them as plucky rebels fighting a noble fight. It’s insidious. They’ve tricked us both.”

In a sudden display of strength, Lyra rammed Rarity up against the side of the ship, pure rage brimming in her amber eyes. The noble unicorn yelped.

“Don’t you ever question my love for Surprise again,” Lyra hissed.

In a single blink, the anger vanished from her eyes. “Sorry. I’m sorry,” she muttered, hastily backing off. “But I really don’t like it when ponies doubt my love. It’s one of the few things I actually have. Hay, my last name is ‘Heartstrings’ for a reason.”

It took a moment for the shock to fade, but when it did, Rarity straightened up with as much dignity as she could salvage. Her tone of voice was scathing, and her eyes were hard. “I can see you fit in with this crew far better than I thought. Such is the product of making one’s trade in violence.” Rarity delicately brushed her mane back, then started toward the stairs leading from the forecastle. “If you’ll excuse me, I think I’ll go find Pinkie, and make certain she hasn’t run similarly afoul of the crew. I shudder to think what that would do to such a gentle mare.”

“Wait! Wait a second!” Lyra galloped after Rarity, walking alongside her even though the noble-turned-spy wasn’t even giving her the presence of mind. “You don’t get it. The whole crew… it’s kind of a family. A really dysfunctional one, sure, but it’s still a family. There’s a lot of love here, it just gets shown in weird ways. I guess you don’t see it, since you’re out of the loop, but all the things I heard you’ve been claiming… do you really think we’re all just gonna accept that? I’ve seen it; everypony’s gotten way too tense since you arrived.”

Rarity didn’t so much as look at Lyra; she just stared straight ahead and kept walking. “Kindly stop following me. I’ve nothing further to say to you. I thank you for your warning, but if you’re implying I need to worry that this crew is the sort to carry out Trixie’s threats, well… your actions were enough to convince me of that as it is. If that were to happen, I promise that you would all pay dearly for trying to hurt myself or Pinkie Pie.”

“Look, I’m not—” Lyra cut herself off before any more breath could be wasted. Rarity was already gone, the hatch slamming shut behind her with an aura of blue magic.

Chipping the floor with a hoof, Lyra dragged herself all the way back to the aftercastle, back to Surprise. She’d sulked her way up the aft stairs when she nearly walked into a faceful of blue silk and ruffles. Octavia glared down at her imperiously.

Lyra shrank back, chuckling nervously. “Uh… this looks bad, doesn’t it? But! I had the best of intentions…?”

Octavia breathed a sigh and brushed past Lyra, heading into the bowels of the ship.

=====☼=====

Rarity’s legs shook. She couldn’t for the life of her decide if it was a matter of fear or anger. That poor, misguided filly hadn’t invoked nearly the sort of fear for her life that Rarity had experienced the previous night. But the implication of that brutishness was horrible enough. If even the most innocent of the crew was prone to such barbarism, what did that say about the rest?

“Lady Belle.”

Rarity nearly jumped out of her skin. She spun around, her magic already instinctively reaching out for the enchanted pockets hidden in her gown. She let the spell dissipate when she saw a grey coat and dark fabric.

“M-Miss Philharmonica!”

“A moment, if you would be so kind?” Octavia asked gently.

Rarity was tempted to just continue onward, but all her instincts told her that such a polite and proper request deserved better. And, she had to admit, she didn’t really wish to give Octavia a poor opinion of her. She stopped, taking a moment to gather herself before turning around, if just to erase the lingering scowl she felt clinging to her lips. “Very well.”

Octavia took a few steps forward. Though she might have hated herself for her weakness, Rarity’s eyes naturally flowed down to the earth pony’s legs. To watch that flowing, delightfully unusual walk as it went, each hoof daintily in front of the other. She forced her eyes back up when Octavia sat on her haunches in front of her. Her purple eyes were glimmering with a wry, knowing amusement. Rarity felt her cheeks heating and cursed her pale complexion, as she did whenever that happened.

By all the infinite mercies of the Sisters, Octavia spoke with enough abruptness to interrupt Rarity’s downward spiral of mortification. “Captain Trixie gave up wealth and estate, and the Regent’s offer of matrimony, after Surprise led her on a chase through all the shameful, broken parts of Equestria. She took in a stowaway, who she by all rights should have cast from the ship, and educates and cares for her like a daughter.”

Rarity blinked. “I don’t see—”

A grey hoof rose to interrupt, and Octavia continued on. “Commander Surprise had a promising career as an airship designer until the deaths in Cloudsdale made her sink all her funds into the creation of a ship. This ship. I believe that a lady such as yourself understands the value of discretion, so I would ask for it now. Surprise, who is as free-flying a pegasus as you would ever meet, has been trying to work up the courage to ask for Lyra’s hoof in marriage for months.”

When Octavia again paused, Rarity decided to keep her silence. It earned her a small nod from the earth mare.

“Berry Punch is brash, uncouth, and often dour. She struggles with drink and, I think, with her pains. In just the time that I have been here, she has been shot no less than twelve times, Miss Belle. She throws herself into the fray in the stead of her family.” Octavia inclined her head gravely. “I have no doubt her life will be a short one. And, I wager, neither does she. Yet she does it anyway.”

Thankfully, that somber expression brightened. “Lyra Heartstrings, the mare you had the altercation with, is oft belittled for her position, and for her beginnings. Yet, as the months have gone by, that criticism has gained a note of fondness. She is the spirit of our crew. Our mascot, if you will. The underdog, who never falters or loses cheer. She is no important officer or mare of great skill, but… she plays for the crew, and is beloved for it. She gives us light, and hope.”

Octavia rose and took a step forward, standing nearly muzzle to muzzle with the unicorn. Rarity held her breath. Her traitorous knees felt weak. Thankfully, although Octavia dropped her voice, it wasn’t to the husky, enticing pitch that Rarity’s most shameful inner self longed to hear. “And she gives me hope, too. I would ask you never to repeat it, but… she teaches me. Teaches me to play. In secret, which is no small difficulty on a ship like this. I weep, Lady Belle, after those sessions. How can I not, when my soul flies free during those moments, and only ever then?”

There was a rustle of fabric as Octavia lifted a hoof, pressing it to the center of Rarity’s chest. Her eyes searched Rarity’s own. “Do you understand what I’m trying to tell you, Lady Belle?”

Not trusting herself to speak, Rarity nodded.

Octavia answered the gesture with a nod of her own and turned, beginning to walk back to her duties on deck.

“What about you?” Rarity found herself asking, her mouth seeming to work without her permission. “You spoke for the virtue of everypony else, but not yourself.”

The earth mare stopped and glanced over her shoulder. “There is little to say, Lady Belle. The others are here for principle, or for love. I follow simply from loyalty, blind and amoral. My family are poets, philosophers, and musicians, workers of beauty and conscience. I, on the other hoof, am but a sword.”

She resumed that prowling walk, but Rarity couldn’t bring herself to stare this time. Once the earth pony had climbed the stairs, the noblemare leaned against the wall and exhaled a long-held breath. “No, Rarity,” she murmured to herself. “Don’t you dare fall for the intense one with the tragic backstory. Life is not a romance novel. It will not go well.”

Resigned to the fact that her latest round of self-scolding would likely have no more luck than any other one, she sighed and pushed herself away from the wall to resume her hunt for Pinkie Pie.

=====☼=====

Scootaloo’s wings buzzed loudly enough to sound like tearing sailcloth, making the faceless ponies around her look up toward the Unbound Skies’s envelope in alarm, expecting to see it splitting open. But it was worth it; she made another inch of headway against what felt like tree sap clinging to her limbs. Pride swelled in her chest, giving her the confidence to take a moment to look back over her shoulder.

It was a few inches closer than the last time she looked. The filly’s eyes widened in horror. Her limbs seized up, as she was unable to tear her gaze away from what inexorably pursued her. It didn’t care about her moment of panic; it just crept closer. The imagined chill of its presence against her hindquarters was just too much.

Scootaloo’s legs flailed, trying to run in mid-air, for all the good it did. Somewhere along the way she remembered she was a pegasus, even if half the crew probably thought she was a lousy one. She’d overcome the challenge. She had to. There just wasn’t any other option. Anything else was unthinkable. Her little wings unfurled from where terror had pinned them to her side, though the lack of flapping caused no loss in altitude. She beat them as hard as she could, harder than she ever had before.

She struggled another hair forward. Sweat poured from her. Her wings burned from the strain. But she won another hoof-length. Another whole body length. She felt the thing that held her start to slip. For the first time ever, maybe she would escape from the coming nightmare. A grin snuck onto her lips. She’d finally get free this time. She just k—

The cold came, as it always did. Suddenly. Bitingly. Burrowing in through her skin, all the way to her bones. Scootaloo shrieked.

Trixie applauded, tapping her hooves against the deck as the shivering, sodden Scootaloo was lowered to the ground by her magic. Water dripped from the miserable filly, courtesy of the levitated orb of cold water that had exploded to cover her the second it touched her tail.

“Bravo!” Trixie cheered, despite Scootaloo’s hateful glaring. To the pegasus filly’s horror, sparks and exploding stars of many colours danced around her, attracting the attention of the rest of the crew. “The best performance yet! Trixie’s magic could barely hold onto your hooves.”

The shivering somewhat lessened the effect of Scootaloo’s angry stare. “B-But you still s-soaked me!” She looked around at her crewmates, who were drawing near. “S-Somepony pass me a towel?”

A sky-blue hoof reached out, lightly tapping against Scootaloo’s muzzletip. “Do you think Trixie started by hiding whole ships? Greatness has to be fought for.” Pink magic dropped a towel over Scootaloo’s back. “You improved over last time. You’ll be even better next time. Then Trixie will need to think of new, even more brilliant training.”

“You’ll just keep me going through hoops,” Scootaloo muttered, wrapping herself with the towel. “Literally. Telling me to fly through flaming hoops.”

Trixie thoughtfully tapped her hoof against her chin. “A good idea. Crew morale is important. And that would be hilarious.”

White legs scooped Scootaloo up off the ground with little warning. Surprise hugged the towel-wrapped filly close to her chest and gave her purple mane a nuzzle. “Oh, don’t listen to Trixie. She just missed her calling as a circus performer. Once you get up to speed, us pegasi will take over your training. You just have a bit of catching up to do, strength-wise.”

Scootaloo’s cheeks flared red, the filly averting her eyes from the snickering crew, including an outright chuckling Berry. “Surpriiise… I keep telling you, I’m not a foal. I can handle myself.”

“I know. You’re a fierce pirate filly,” Surprise conceded, placing Scootaloo back down on her hooves. “But you’re just cute as a button, too. And since I’m your superior officer, you can’t contradict me on that.”

“Seriously?” Scootaloo rolled her eyes. “You’re drawing the ‘I’m your officer’ card again?”

“It’s the card that always wins. So yes.” Seemingly aware that the attention was embarrassing the filly, Surprise looked around the crowd, and picked out the worst offender. “Speaking of cute as a button ponies who can’t say a thing against me...”

Surprise flung her forelegs out wide and advanced on Berry, hovering menacingly closer. “You’re looking much better! I’m so glad.”

“Yeah, well…” Berry scoffed, brushing her chest with a hoof. “You can never keep me down for long. It’s one step back, two steps forwa—”

Berry’s words were cut off by a face full of bright red cloth.

The quartermaster sighed. Her was voice muffled when she spoke. “Surprise, stop hugging my damned face.”

Condescendingly petting Berry’s mane with a hoof, Surprise crooned, “What, don’t like the crew snickering at’cha?”

“No. You just smell like Lyra.”

Scootaloo huffed, making her escape from all the odd adults crowding the place. How could they be so weird and yet so boring at the same time? Weaving and crawling through the mass of legs that had gathered around Trixie, she bumped into a particularly colourful pair.

“Hi Scootaloo!” Pinkie chirped, giving her a bright smile. “I just saw what you did there and I just wanted to say. Totally. Awesome! I wish I could fly as well as you can!”

“Thanks,” Scoots replied, giving Pinkie an unusually coy smile. “But, er, you’re not a pegasus. You can’t fly at all.”

“Exactly! And that’s why I’ll always envy you just a teeny bit!” Pinkie bent down, picked Scootaloo up, and threw her into the air.

The pegasus shouted, somehow doing a perfect forward flip in the air before miraculously landing on Pinkie’s back. She blinked a few times before a grin split her muzzle. Even though she had no idea what had just happened, it was awesome. “Yeah, exactly! I did do pretty well there, didn’t I?”

Pinkie nodded approvingly. “Yep! So how about we find some treats to celebrate?”

“Well, duh,” Scootaloo replied, ruffling the only cool adult’s mane. “And then can we work on that secret hoofshake you promised me we’d make?”

“Of course! A Pinkie Promise is a promise kept,” the earth mare solemnly swore, turning away from the crowd and heading towards the depths of the ship.

“Another meeting?” Pinkie grumbled, opening a door and stepping through. “But the last one was so messy. The bad vibes haven’t even gone away yet.”

“Look, I don’t make the meetings. I just make the table look nice. Which Berry usually ruins anyway with her booze,” Scootaloo muttered, snorting defiantly.

“Hmm… I’ll go to it, but I’m bringing a deck of cards, and we can play them while everypony else gets all bother-y and mad.” Pinkie stopped to look at her passenger. “You can play poker, right?”

Scootaloo gave her a blunt look. “I’m a filly.” She was met with a blink. “Of course I know how to play poker.”

“Goodie! So we’ll eat some treats, start making our secret hoofsake, and then we’ll get the cards and chips for the game all hopefully in time before that crummy meeting!” Pinkie picked up the pace, going at a hasty trot. “I’m guessing we don’t have a lot of time, so let’s gooooo!!” She sped off at a full gallop, almost crashing into the ship’s walls, the young flier on her back smiling all the way.

=====☼=====

Scootaloo’s face was mushed into her hoof, resting on her stool. Her thoughts were all cantankerous, concentrating on the cruelly confiscating Captain who had carried their cards away. Yawning, she watched with dull interest as the dull crew only talked about the letters on the table, rather than doing what a normal pony would with letters: open them.

The temptation to let out a very long groan was extremely strong. Sure, it would’ve annoyed the Captain and nearly everypony else, but at least it was something eventful, if only barely. Thankfully, she never needed to moan.

“Guuuuuuuuuuuuuuuuuuh…” Pinkie wailed, lying on her back. “Can’t you guys just get to the good part already? If there is a good part? Are there, like, snacks or something at least?”

The conversation, which was about if the Regent was crazy or something, came to a dead stop. Finally. Scootaloo knew the answer to that one without all the endless talking; yes, all big scary villains were crazy. That’s what made them big scary villains.

Trixie put on disapproving scowl number two. Scootaloo was most familiar with that one. It was the one that said ‘be more boring’. “There’s tea. Scootaloo made cucumber and daisy sandwiches. Eat them. So we were ta—”

Pinkie interrupted, “I tried the tea. It’s got no sugar which is a crime. And the sandwiches are nice—she did a pretty good job on them ‘n’ all—but they’re not snacky enough. Snacks aren’t healthy. Well, the good ones aren’t anyways.”

“The sugar is three hooves from your muzzle. Trixie doesn’t like sugar in her tea, so we all add it after. Use it.” The pink glow of levitation shot the sugar bowl across the table. It stopped abruptly enough that sugar spilled across Pinkie’s plate and untouched sandwiches. “Scootaloo, go get something sweet for her.” The captain turned back to the rest of her crew. “As Trixie was saying, the letters spoke of the Regent making some sort of preparations in some ruins, and providing more soldiers. It doesn’t quite come out sounding like a command, but it isn’t really a request, either. That’s certainly—”

Scootaloo didn’t hear the rest of the Trixie’s sentence, but she knew it would’ve been waffling. Feeling daring (spurred on by boredom), she left the room and entered Surprise’s private quarters. It was a well known fact to her that the first mate had a special cookie jar. The Captain ordered her to get something sweet. Cookies were extremely sweet and so logic dictated that she wouldn’t get in trouble for this.

The location of the jar wasn’t very well hidden. In a cruel twist of fate that Scootaloo swore had been intended for her, it was sitting very obviously on top of the wardrobe. It nearly touched the ceiling.

Growling quietly, she climbed onto the bed and measured her target. “Maybe if—hm…” There was one advantage to being unable to fly. All that bound up enthusiasm had been transferred to her galloping and balancing ability. If there was one thing Scootaloo excelled at, it was being amazingly agile.

She jumped, just managing to land a hindleg on one of the wardrobe’s door knobs. The feel of it under her hoof prompted her to vault off of it, her forelegs outstretched. She could swear she felt the brass knob bend, but hopefully nopony would notice. She grabbed the top of the wardrobe, her little legs scurrying as they tried to climb up the rest of the way.

Thankfully the task was no match for the energy of a pegasus filly. Victoriously claiming her prize, she leapt down with the jar and trotted proudly back into the meeting room.

“Ooo!” Pinkie snatched the jar from Scootaloo, opened it with hungry vigor, then started sharing the spoils with her small companion.

At least the cookies gave her something to focus on, because it seemed like nothing interesting had happened in the meeting.

“Fine. So maybe the Regent believes in foalhood boogeymares. So what? That’s what I’m still not getting.” Surprise tossed her hooves up in exasperation. “If we out him as an idiot, Manehatten will still be sitting under martial law. Cloudsdale will still barely be in Equestria, since the clouds will still be poison. There’ll still be soldiers everywhere, doing whatever they want and being supported by the Regent’s bullycolt tax collectors. What does it buy us? We should be trying to cripple him. Not make him blush.”

Octavia was the one who answered. She was posh, but the even posher mare (Scootaloo couldn’t believe that was even a thing) got a really stupid dumb look on her face. Like she’d just seen a chocolate fountain or something. Scootaloo was well aware what was up; Octavia was kind of cool, in the way a tiger or something was, but she couldn’t see why anypony’d want to get all kissy-faced over her.

“It’s never been about killing soldiers, Ma’am. Not since Captain Trixie took over. There’ll always be too many mares at arms arrayed against us. The goal is a victory of propaganda. Making the Lord Regent seem ineffective. He rules through a sense of legitimacy, and through the racial pride of the unicorns as much as anything else. Make him a laughingstock in Canterlot, and he’ll not long survive.”

“Exactly,” the snobby new unicorn said. Agreeing with the mare she was all gross over. How shocking. “I can most assuredly vouch for how predatory things are in the court. It’s always ever a search for a turned back to place a knife. And each one wants the Regent’s chair, I’ve no doubt.” Scootaloo held back a laugh. Obviously the best plan was to plant a whoopie cushion on the chair. The Regent would be embarrassed and then nopony would want it. “The whole nest of snakes will turn on itself within a week, should the Regent expire. Even those that still believe in properly electing a stallion or mare to it. Just because they would never risk their rivals grabbing the power.”

“And what about after?” Berry asked.

“After is something we can barely worry about now.” Trixie waved a hoof dismissively. “We’ll take it as it comes. We’ll have leeway, as the plucky heroes, to sway things. Our reputation is still good outside of Canterlot. Where they can still wrap their little pony minds around the fact that the Regent is a monster.”

A pink hoof prodded Trixie’s side. Repeatedly. Scootaloo hide her smirk by stuffing another cookie in her mouth. The Captain’s face gradually grew more annoyed with each poke.

She tried to ignore it, obviously. Scootaloo could tell by how red the Captain was getting that it wasn’t going to work.

“What?!” Trixie yelled, after, like, the hundredth poke.

“Are we gonna set down and actually see these places? The ship’s nice enough, but it gets kinda boring seeing the same browns all the time, and I already answered the question of what clouds taste like.” Pinkie frowned with bitter disappointment. “Nothing. They taste like nothing.”

Fuming, Trixie stalked over to the back of the stateroom. She grabbed a sheet covering her cool globe thing with her teeth. Which was really a good thing, since magic and Trixie being angry didn’t mix at all. She yanked it down.

“Oh! Hey! You really do have one of my Funducational Geo-Spheres!”

Scootaloo’s wings buzzed. Pinkie really had made it? That made sense. It was the coolest thing Trixie owned. It was a big brass globe of the world, almost the size of a pony. And it even had cool little mountains and castles and towns and stuff on the surface, all in different metals. It was all covered in gears and wires, dials and levers. And apparently all the rings around it let you measure distances super-well. Though it involved all sorts of numbers that made Scootaloo die a little inside every time Trixie tried to teach her.

Trixie pushed and poked a few things, and the whole globe spun around with a cool humming whirr. The sharp point of Canterlot came into view, but the globe kept spinning south, until the rough patch that represented a forest swung into view. It was threaded through with a double-scored line that represented railroad tracks. They never quite made it out of the other side of the forest. Near the end of that line, however, was a tiny figure that look like a ruined castle.

“Aww, that’s the old model. The new one has all these sparkly lights and makes dingy noises when you press the buttons on the cities!” Pinkie exclaimed.

“I think I much prefer this one.” Trixie haughtily answered. She tapped her hoof against the lens, if lightly. She treated the globe like her foal, and almost never let Scootaloo play with it. “So, that’s where we’re going, my impatient engineer. The Castle of the Royal Pony Sisters. Those letters may not give names, but they say, and I quote; ‘The ruins prove to be a redoubt immune to many of the dangers of the forest. But nearly every day the patrols lose soldiers. And the supply of powder remains critically short after the train’s disappearance.’ There seems to be only one possibility.”

“Are ya sure? Becauuuuse…” Pinkie spun the globe, it spinning around faster than anypony had ever seen it go before. Trixie paled. A simple pink hoof brought it to an immediate stop. “‘Cause I heard stories of some underwater ruins, and they gotta have reefs, and I also heard that reefs are like underwater forests!”

“Or Blackhoof Castle! That’s a big ruin. And it’s all haunted, too, by the ghost of Blackhoof’s bride, imprisoned forever,” Surprise supplied.

“Could try the Captain’s house,” Scootaloo heard Berry mutter. “Heard that’s pretty crappy.”

Trixie put a hoof to the base of her horn, closing her eyes. “Kill Trixie now, world.” She sighed and opened her eyes. She pointed at Pinkie. “Mermares aren’t real. And neither is their lost kingdom.” The hoof levelled on Surprise. “Blackhoof Castle is in a swamp, not a forest. Ghosts are also not real. And Blackhoof was a coltcuddler. I’ve read his memoirs.” Next came Berry. “Buck you. Trixie’s hearing is as excellent as anything else about her.”

Berry only responded with a dismissive hoof-wave. Lyra, however, raised her hoof. “Actually, er, they’re called seaponies.” She shuffled rhythmically in her seat. “Shoo be doop, shoo shoo be doop…”

“Seaponies don’t have forelegs. They have flippers. Mermares do. They’re taxonomically different. Leave the tale-telling to the professionals.”

“So the Great and Powerful Trixie has a mermare fetish?” The traces of a smirk appeared in the corner of Berry’s mouth. “You learn something new everyday.”

Surprise cuffed Berry behind the ear with a hoof. “Stop trying to cause a fight.”

Scootaloo sighed, gesturing for Pinkie to follow her to the corner of the room. The tinkerer obliged, obliviously bouncing through the developing screaming match. It wasn’t much quieter in the corner, but at least it was out of the way.

“What’s up?” Pinkie asked.

“Nothing. It’s just that meetings usually end up like this. The first time I was actually pretty worried, but now…” Stuffing a cookie in her mouth, the filly just shrugged.

“Oh. Right.” Pinkie’s brow deepened as she gazed at the quarreling ponies. “Somepony should really sort them out. But in the meantime…” She reached behind Scootaloo’s ear and somehow revealed the stolen cards.

Scootaloo did a double take. “W-What?”

Pinkie giggled mischievously. “You really think that Trixie could keep anything from The Great and Powerful Pinkie? Silly Scoots. Oh-so innocent.” Scootaloo rolled her eyes for that one. “You’ll learn.”

“Whatever. You shuffle the deck and we’ll start playing.”

“Gotcha!” Her hooves a blur, Pinkie shuffled in seconds and started dealing the cards. Between the cookies and the cards, Scootaloo couldn’t have thought of any better result.

Well, maybe a try of Berry’s wine could’ve been cool too.

=====☼=====

The best dreams were always interrupted.

Scootaloo’s eyes flickered, the image of her soaring through the air, joined by an ensemble of airships, vanished in her head. Something was rubbing against her head. Going by it’s complete ignorance of personal space, she had a pretty good idea who had woken her.

Instead of giving the pony any proper response, she merely grumbled and rolled over.

Surprise’s soft laughter confirmed things quite handily. “Wakey wakey. Meeting’s over.”

“For real?” Scootaloo asked, still not turning over.

“For real. Went pretty long. Can’t blame you for dozing. But once Berry and Trixie got to the glaring stage, it went okay.” Feathers brushed up against Scoots’ side. “C’mon now. I’m not a unicorn. Need your help to carry you to bed.”

“M’kay…” Scootaloo agreed, getting up to her hooves. More sleep was definitely a good thing, considering how often she was ordered about. “Hey, where’s Pinkie?”

Surprise knelt down on her forelegs, and extended a wing under the groggy Scootaloo, scooping her up and lifting her onto her back. “Dunno. She left with Rarity.”

“Oh, right.” Her ears twitched when they left the room. Close by, the sound of lyre strings being plucked, coming through the walls. “Eugh. Lyra’s playing that boring thing again?”

“It’s not boring. I think it’s beautiful.” Surprise looked back over her shoulder, lowering her voice and whispering conspiratorially. “It’s her cutie mark, you know. Don’t tell her I said so. It’s the lyre, I mean. It isn’t some dusty chimney or something. She’s finally doing what she should be doing. And I think that’s worth something, right?”

Scootaloo moved around, ending up lying against Surprise’s mane. “Yeah… kinda sucks that she isn’t getting paid for it though. Captain doesn’t like her much.”

“The Captain’s always worse with unicorns.” Surprise gave a shrug, if one subtle enough not to dislodge Scootaloo. She took to the air then, as usual. “But really, I think she’s just still grumpy ‘cause I didn’t ask her before bringing Lyra on. All that navy authority brainwashing at work, probably. It’s what happens when you whip ponies for things. They get strange ideas stuck in their head. Bet you’ve seen Trixie’s back legs by now. She got it bad.”

“I’ve heard you whipping Lyra before, so that makes a lot of sense now,” Scootaloo said.

Surprise’s steady wingbeats faltered. She had to extend a hoof to the ground to keep from slamming into the deck. “T-that’s different!” she stammered. “You’ll understand when you’re older. Just file it under ‘Adults are weird’ and please never think of it ever again. Or mention it to Trixie.”

“Yeah yeah, I’ll just add it to the ever-growing list of things I apparently won’t get ‘cause I’m still just a filly.” The child huffed.

“Remember when Trixie got mad at you for looking at that black book with the weird writing on it that she keeps in her very locked hooflocker? It’s like that. There are some things Ponies Are Not Meant to Know.” Surprise alighted back onto the ground, with more grace this time, and pushed open the door to Scootaloo’s cabin.

It was tiny, probably little more than a repurposed closet. But it was near to the Captain’s Cabin and was entirely for Scootaloo alone. A rare luxury on any ship. Scotaloo hopped off Surprise’s back and landed on her bed, which was little more than a repurposed crate with a few blankets piled inside. Given her size, it served her well.

Surprise peered inside, scrunching up her muzzle. “I don’t get how you can stand spaces that small. I’d have a fit. The hallways are bad enough. Pegasi aren’t meant to be cooped up like chickens.”

“It’s cozy, but yeah, I never stay here for long. I’m used to it anyway,” Scootaloo said, making herself comfortable. “Hey, you never told me what we’re doing next. Did something actually good come out of the meeting this time?”

“Went great. Eventually. Berry and Trixie just need to shut up and fu—” Surprise coughed. “—figure out their differences, already. But once they settled down, we got things squared away.” A roguish smirk tugged at her lips. “Looks like we’re going to be storming a castle.”

Author's Note

The usual shout-outs to our pre-readers, Dusk Watch, 621Chopsuey, and Web of Hope. Thanks to my proofer, Pale Horse, who we didn't give nearly enough time to, due to Mother's Day and such. Sorry! All errors are ~~my~~ Jake's fault.

Finally back to the action next chapter! I never thought I'd crave it over character interaction.
The grass is always greener...

Chapter Three: Surprise and Subterfuge

by JaketheGinger and Luminary

“Lyyyyyraaaa,” Surprise sing-songily cooed, hovering over the top of her bed. There was a unicorn somewhere in it, as proved by the mess of white-and-teal mane, the horn, and the little bit of muzzle sticking up out of the thick cocoon of blankets. Given that Lyra’s normal bunk was a hammock in the lowest crew hold, Surprise couldn’t blame her too much for getting cozy in a real bed.

Lyra let out a long groan, turning over so that her back faced toward Surprise. She pulled the covers completely over her head, curled up, and began to make herself even more thoroughly be-snuggled than before.

“Y'know, I think that if you didn’t always sleep for, like, twelve hours, I’d just be able to assume you were sick when you pulled a run like that. And I’d leave you alone,” Surprise mused, as she raised her altitude a hoofspan or two. It was a bit of a tight squeeze, given that even the First Mate didn’t get much space on a ship, but she had a great deal of practice with staying airborne in confined spaces.

“As it is…” The pegasus lowered her front half, dragging Lyra’s blanket-hood back a little with a hoof so she could nuzzle at one teal ear. Her voice dropped to a soft whisper. “Still feelin’ bad?”

Lyra replied in a manner that was unintelligible to mere mortal ponies, being all grumble and no pronunciation.

“Y'know,” Surprise repeated matter-of-factly, “if you didn’t always answer like that when I woke you up, then when you did I could assume you were sick and leave you alone.”

The minty mare’s ear flicked. “Surpriiiise…” she drawled out mid-yawn. “Just lemme sleep…” And under the covers her ear went.

“I’ve got a suspiciously conscious clockwork alligator,” the pegasus said, her voice getting cheerfully lyrical once again. “The mysteries of life and the sooooul. Riding on my back right now.”

Gummy stared blankly at the walls.

“That’s nice…” Lyra mumbled, curling up and retreating further into her cozy shroud. Her tail escaped the mummifying blankets somewhere in all the wiggling.

Surprise lazily drifted further down along the bed to bat at that tail with a hoof. “Just not interested in things unless there’s a pretty, swishy, mare-ish tail attached to it, huh?” The pegasus paused, raising a hoof to her chin. “Oh, wait, that’s me.”

Wings gently beating, the white mare carefully alighted atop her bundled fillyfriend. Forelegs curled around the soft fabric, and she nuzzled fondly against a covered cheek. “So cute. So vulnerable.” Surprise sighed, and tugged the covers over Lyra’s muzzle with her mouth. With that barrier in place, she kissed the other mare on the tip of the nose. “So probably contagious.”

“Mhm.” Lyra made at least a little effort to nuzzle back, but that only resulted in a hoarse cough from her. “Eugh… I hate this place; caught something bad from somepony. When are we leaving?” she tiredly whined.

Surprise playfully turned Lyra’s muzzle off to the side with a hoof when she started coughing. “Oh why-oh-why did I fall for a mare from the flimsy tribe? Now I get why Mom said I should settle down with an earth pony.” Her voice roise to a cheerful, teasing chirp, “Luckily we have one! That tinkermare just came on board, and she’s a real cutie. So watch out, I might trade up.” The loving squeeze she gave the mint mare showed the lie of that. “Berry’s got what she needed. So chances are we’ll be going soon.”

“Hm? We got a new crewpony?” Lyra sighed. “Suppose we better go meet her…” With a long groan, Lyra made the smallest of movements towards the edge of the bed.

The lemon-maned pony shifted her hooves down onto the blanket cocoon. She ceased her wings’ errant flapping to let her weight push the younger mare back down. “Hush. You just rest, okay? I’ll bring you something later. We can play show-and-tell when you’re feeling better. You’ll like the new filly, I’m sure. You like everypony. And I bet the Captain will have more luck getting her to sign on than Octy did. The Captain’s way more friendly, y’know?”

=====☼=====

“What in Tartarus gave you the feather-brained idea to bring a mare who stole from the Lord Regent onto my ship?!” Trixie roared as she levelled a glare at Pinkie Pie, while gesturing wildly in Rarity’s direction with a hoof. “And worse, with soldiers right behind?”

Pinkie stared at her with a serious, unamused expression. “First of all, I’m not a pegasus, so I got no feathers. Second, stop pointing! Didn’t anypony tell you that it’s rude? And third—” Her eyes suddenly widened, and she leapt up, shouting, “—she stole from who?!”

Rarity leaned back from the dizzying drop at the edge of the deck, where she was watching the soldiers filter into the tower with no small amount of apprehension. She shot Pinkie a rather guilty look, her ears folding back. “It’s true. At the Gala, last night. I’d hoped that nopony would realize it was I who broke in. My luck ran out, it seems.” Rarity took a step toward the toymaker. Her voice lowered. “It wasn’t about bits, Pinkie. It was about doing what was right, I promise.”

The cogs in Pinkie’s brain turned. “So that’s why…” She peered down, watching the soldiers gather. Not just at Berth Six’s base, but at other towers scattered around the skyport. Holding back a whimper, she turned towards Rarity and jerked her head down towards the lower decks.

Trixie stepped forward between Rarity and the indicated hatch. “Trixie didn’t say a thing about you staying.” Her already cold glare became positively icy. “But I suppose you’ll be wanting to try blackmail? Let you on or you start singing Trixie’s name if they catch you? Well, there’s no time to coddle you. If given the choice between your life and that of my whole crew I’ll ch—”

Rarity raised a dainty hoof in a gesture asking for pause. “Before you resort to grisly threats or any such thing, no. I shan’t lower myself to blackmail. Rather… I’ll appeal to the revolutionary fervor you’re so famous for. You hate the Lord Regent’s rule? What I stole wasn’t bits or art or the heart of his favorite suitor. It was information that may lead to his downfall.” The noblemare lowered her hoof and bowed her head low. “I won’t condemn you, if my presence is sure doom for your crew. I’ll pass what information I can to Pinkie, and make to ‘hide’ at the top of the tower, to seem like I intended to stow away without your knowledge. But I would ask that you hide her. I can pay handsomely for the trouble.”

Pinkie blinked, looking between them. “Hide me? Why would you—” Realization struck for the second time, much harder than the first. She stepped back, then rushed to the side of the ship, staring out at the tiled roofs of the city. In the far distance was her shop. She knew it. She could tell it apart any place, any time. Ignoring the others, she simply stared.

Trixie studied the unicorn for a long moment, clearly thinking hard. In the end, she reached up with a hoof and brushed back her silvery mane. Her voice rang with a haughty note, but the ghost of an excited grin was beginning to show on her lips. “Hmph. Fine.” She looked to one of her crew. “Get them below.” She raised her voice, so it would carry across the deck. “Looks like we're about to entertain nosy visitors! We'll need to buy time. Light off and ease lines. Prepare to leave port as unobtrusively as possible.” She stamped a hoof. “Somepony go check the First Mate’s quarters and pry her off her little duct rat.”

Activity on deck suddenly became a blur, but Rarity ignored it as much as Pinkie did. The unicorn stepped up behind her, but she dared not get too close. “Pinkie…” she ventured, her tone pained. “I didn’t mean to drag you so deeply into this. But now that they’ve seen you…”

“Yeah, I know.” Pinkie walked away from the city skyline, heading for the hatch leading below deck. “Guess I’m stuck like gum on a horseshoe. Only not as icky.” She sighed as she went down the steps, brushing past some rushing crew members. “There’s probably loads of cool stuff in here anyways.”

Rarity shut her eyes tight against the welling of guilty tears as she watched Pinkie walk off, away from the view of her distant shop. She barely opened them when a charcoal-coated, armored pegasus stallion stepped up to her side.

“If you’ll come with me, ma’am?” the stallion politely asked.

Ears held low, Rarity nodded and started off after Pinkie, the stallion at her side.

=====☼=====

The Great and Powerful Sky-captain Trixie, formerly Admiral-of-the-White Lulamoon, formerly the Great and Powerful Trixie, stood amidships with reserved detachment. She wasn’t disconnected from the bustle around her. It was quite the opposite, actually; she was revelling in it. The ship was her stage and every activity on it her show. Each deft twist of a line, each flick of a lever, and each rumble of waking machinery under her hooves was one more step in a performance. And like all the best performances, Trixie was at its center. When she broke her silence, every eye would be on her and every ear turned toward her.

Trixie drank in the intoxicating potential of it all. The explosive sense of action just about to be put into motion. The anticipation. She scuffed her hoof against the decking, slowly breathing in the smell of metal, wood and the rising hint of smoke. She held it in, until her chest started to ache.

She released the breath and straightened her hat. As if on that tiny cue, her ponies began to gather around her. Her most trusted of stagehands. Fine earth ponies and pegasi all. It was hard to believe there was once a time when a simple lack of a horn would curtail the fondness she felt in looking upon them. Her lip turned up at one corner. “Well, our quiet little vacation’s over. Back to the life of excitement, stallions and gentlemares. The elevator is locked in place. We have a few minutes until the soldiers get here.”

“Damn, I didn’t think they’d get so riled up over a petty little bar brawl,” said another mare, cerise in both coat and mane, an empty bottle in hoof. “This city really has gone to the crapper, hasn’t it? Those stallions got a few concussions, at worst. That’s not even that bad.” A single glance at Trixie told her all she needed to know. “Oh. So we’re in the crapper for something else?” She made an unimpressed sniff. “Business as usual then.”

“I really wish Berry was wrong about that one. Well, I guess that’s why we’re paid the almost-but-not-quite-big bits.” said a lavender-coated, plate-barded pegasus. “This isn’t exactly what any of us had in mind for a heroic last stand. So I’m guessing we’re not going to be taking on the entire capital city for this one?”

“Not unless you planned to seduce the entire city,” Berry said. She was completely deadpan about it. “I could see you pulling it off.”

“Nice to know a bit about your fantasy life, Berry. But before they shot us?” the pegasus protested. “Give me a few months or so, sure, but the Cloud Kicker charm has limits. A couple of minutes will buy you a few hundred slavishly adoring ponies, at best.”

Berry just shrugged and muttered something about ‘excuses’.

“No rush now,” Trixie said, dryly. “I’m sure that certain doom will wait its turn for you two to finish.”

Loud hoofsteps announced the arrival of another pony: Big Mac. He looked at Trixie, his face unreadable. “Orders?” he said, his rumbling voice overriding the rest of the din, despite the fact he made no visible effort to raise it.

“The ship, despite Trixie’s masterful deceptions, isn’t going to stand up to close scrutiny. Nevermind the risk of the guards recognizing one of you brigands from the posters.” She gave the lot a suspicious look, earning a few light chuckles for her trouble. It seemed to be enough. “We just need to delay them long enough to cast off. Let them poke around. Separate them as best you can. And… well, we do what must be done, if you all understand Trixie? Hopefully we’ll be far enough away from the city to disguise the ship before they notice the missing soldiers.”

“I ain’t gonna lay down more folks than I hafta,” Mac replied, walking away and getting to work. He was a drop of calm in a sea of chaos.

Berry sniffed, looking around casually. “Anypony seen Surprise? She’s the fastest pony on board. We’ll need all of our pegasi if we’re going to get all that garbage off of our envelope and hull quickly.” She waved a hoof in Trixie’s general direction. “Plus your fancy trick stuff.”

Trixie gave an airy flick of her mane. “It’s all routine by now. And there’s never any shortage of cloud cover around Canterlot. It should be eas—”

“I’m here! I’m here,” Surprise called, as she burst out of the forecastle door with a beat of her wings. She brought her ballistic arc to a stop above the gathering, hovering in place to point accusingly at Trixie. She held a brass alligator cradled to her chest with her other foreleg. “And don’t you dare finish that sentence, Captain. You’ll jinx everything. What’d I miss? And where’s that cute pink filly?”

“Oh, you know,” Berry began offhoofedly, “Just about to run the risk of getting our flanks captured, then our heads sliced clean off and put on pikes. Or something.” She shrugged. “I don’t really know what they do to criminals like us.”

“Nothing at all,” the white pegasus all but chirped. She reached down and tapped her hoof against Berry’s nose. Boop. “Because they can’t catch criminals like us, remember?” Her hooves shot up to her muzzle, covering it. “I take it back! Totally catchable. No jinxing.”

“The most feared band of freedom fighters, pirates, and rebels in Equestria everypony.” Cloud Kicker drawled, tapping a heavy, shod hoof against the deck in good-natured, if sarcastic applause. “Masterminds and heroes a—”

“Silence!” Trixie stomped a hoof far more soundly. Her horn flickered, sending several motes of noisily whining light flying from underhoof. They burst with a startling pop. Silence and stillness instantly descended over the ship’s deck.

The blue mare brushed unhurriedly at her coat, before lifting her gaze to make sure all ears were swivelled toward her. “As Trixie was saying. So far as anyone is concerned, we’re the loyal merchant’s ship Plain Sightfor at least the next few minutes. If we can sell them on that and get them off-ship, excellent. If not, we’ll helpfully let them inspect. Get them belowdecks, out of view. As many as possible.” She tipped her tricorn cap toward Big Mac, who was getting the lines sorted before the silence. “Take them alive, if you can. But Trixie’s crew is more important. Don’t let unicorns get off a message. Don’t let them make noise by firing guns. If that means being rough, then so be it.”

“I’m all for rough,” Berry stated, smashing her bottle on the ship without a second’s thought, giving her a jagged, crude weapon.

Trixie looked down at the broken bottle, then back up to the earth pony who had thrown it with an unamused glare. “Somepony get that mint one to clean that up.”

“Lyra’s sick,” Surprise offered.

“No surprise there,” Berry added. She then blinked, looking at Surprise, who already wore a smug expression, and hastily added, “You have such an awkward name…”

“Someone get somepony to clean up Trixie’s ship.” She turned away with more flourish of her coat and mane than was strictly required. “I’ll be in one of the hidden compartments. The one off the galley.”

She lit her horn and levitated her hat off of her head. She placed it on the head of the grey, well-dressed earth mare who had stayed serenely silent through the whole affair. “Octavia is playing Captain today.”

“Aww…” Surprise said, pouting.

“Of a trade ship?” Berry snorted and swiped the hat off Octavia’s head. “No offense, Octy, but you’re too posh to pull that off, and I don’t know if you’ve got any acting chops.”

Trixie glanced back over her shoulder. Her horn lit once more. A rosy pink aura surrounded Berry, lifting her into the air. She was given a vigorous, jarring, and likely nauseating shake until the hat fell back down to the deck. The unicorn gave a disdainful sniff and levitated the mare behind her as she headed toward the door to the lower decks. “It seems Trixie needs to have that conversation about the chain of command again. Come along now, my oh-so-loyal quartermaster.”

“What’d I do? C’mon, seriously? I was only offering a suggestion…” The rest of Berry’s protests devolved into grumbles as she was taken down into the belly of the ship.

Octavia scooped up the hat and put it carefully atop her head, taking a moment to ensure it was perfectly centered. “Very well then,” she said, in a cultured tone, seemingly unfazed by Berry Punch. She glanced toward the berthing tower. “Continue preparations to depart. Let’s go meet our brave protectors. It’s only polite.”

=====☼=====

The confinement was excruciating. Rarity had no particular fear of enclosed spaces, so being trapped in this little smuggler’s closet alongside crates and barrels wasn’t terrible, in itself. It wasn’t even all that dusty. Being set nearly shoulder-to-shoulder with Pinkie Pie was the source of her agony. She tried to distract herself, holding a wide brush in her magical grasp and running it over the exposed parts of her coat, to get what her grooming spell couldn’t. All that did was add some small illumination to the room, ensuring that the pink pony beside her could always be seen in her peripheral vision.

Matters were made worse by the fact that Pinkie constantly kept fidgeting. More troubling, she wasn’t talking much either, save the occasional grunt. Rarity had known Pinkie at least long enough to realize how unnatural that was.

She watched from the corner of her eye as Pinkie raised a forehoof, to stare at it. It was too dark to really see what stained it, but the shiver that went through the toymaker was impossible to miss. She didn’t quite lower that hoof all the way down to the floor, as if it pained her.

Rarity stared at the back of her gilded brush, watching the little jewels studding it sparkle in sympathy with her magic. In any other situation, she’d be eager to turn it upon the other mare. There was nothing more relaxing than getting pampered and groomed. Rarity’s monthly spa bills would attest to that belief. Yet, somehow, she couldn’t bring herself to touch Pinkie. It seemed… insulting to think that a little bit of offered care and affection could erase her ruination of Pinkie’s life.

Pinkie sighed, crossing her forelegs over her chest. “Gummy’s gone and wandered off again. He’d normally be back to me by now. I should really go find him before he starts gumming a random pony. The gumming’s affection, but for some reason loads of ponies hate it. Even now that the teeth’re gone.”

The unicorn almost jumped when Pinkie spoke. Her levitation spell flickered. “Oh! Um, yes. Well, I’m sure that mare is taking fine care of… him. She seemed...” Rarity paused, biting her lip for a moment while searching for a word. “... nice.”

Silence lingered. One of Rarity’s ears flicked, threatening to lower. She spoke as if the words were being dragged out of her. “We should talk. About what happened.” The alabaster pony took a slow breath before continuing, not that Pinkie seemed terribly interested in listening. “I’m not a pony who would lightly say that the ends justify the means. But what I found during my little… excursion from the Gala is something tha—”

The thud of heavy hoofsteps thundering down a flight of stairs nearly directly above the compartment had Rarity falling to sudden silence. A softer, metronome-even set of hoof-falls followed that raucous group.

“My crew will, of course, show you and your mares whatever you wish in the hold, Major.” The voice was soft and feminine, with a distinct Upper Canterlot accent.

“Shuuuuuuuuuush,” Pinkie whispered, putting a hoof on Rarity’s lips.

Rarity froze. Her eyes widened with dawning horror as she stared down at that hoof. She knew exactly the sort of alleys, crawl-ways and drainage ducts those hooves had been through in the last few hours. She jerked herself back violently, almost throwing herself into a barrel. She raised a foreleg to rub her muzzletip furiously against the sleeve of her dress. It was that or start wailing in disgusted dismay.

“I said—no, wait—whispered, shuuuuuuush!” Pinkie told her, frowning. Her hindleg tapped on the floor impatiently.

Rarity, ears flat and posture slouched, nodded her head from behind her foreleg.

“—before I earn that rank in truth, my lady. Though I’m to understand that my ‘promotion’ is tradition, so there are never two captains on a ship?” The conversation had continued uninterrupted. The speaker’s tone was conversational, even polite. Hardly what one thought of with a modern gendarme. His accent, so similar to Octavia’s, all but guaranteed he wore a horn atop his head. “I’ll endeavor to hasten such an uncomfortable imposition as much as possible. This seems like a fine ship, but one never knows when undesirables might stow away.”

“It’s hardly an imposition to have the Gendarmerie take the time to make sure we’re safe, Major,” Octavia said.

Rarity squirmed herself a little closer to a box of salt to find a crack to peer through. A sliver of errant light was pouring through a gap where the hidden panel fit against the surrounding wall.

The soldier was a rather handsome specimen, in Rarity’s measure. He had the white coat, the long horn, and the powerful build of old Canterlot nobility. Likely the bloodlines that dated back to the mythic days of Celestia, given the purity of that ivory colour. His armor was brightly polished, and his persimmon-orange mane and tail were neatly groomed, though they did clash with the Upper City blue of his uniform. His bearing was open, and not at all hostile. One of the old guard, from the days when protecting ponies meant something to the Gendarmerie.

The mare, however, was far more surprising. Her colours weren’t striking, a neutral grey with a long, black mane. And her build didn’t have the proper fragility to be in the current vogue. However, her dull colouration was offset by fiercely violet eyes, carrying an expression of thoughtful serenity. And her body, though hardly willowy, possessed a fluid grace, one that Rarity couldn’t help but follow with far more attention than she should have. Doubly so, given that it moved beneath a deliciously refined gown, all striking midnight blues and accented black, to fit her dark complexion. It hugged her quite flatteringly at the middle, and flowed just where it should. If Rarity’s attention wasn’t focused on one critically shocking fact, she might have pondered who the designer was. As it was, her peeking blue eye was locked securely on Octavia’s hornless forehead. Earth ponies were barely tolerated in Upper Canterlot. At least not as anything but servants, who would be swiftly disabused of the notion that they should mimic the accent of the locals.

It wasn’t, however, something Rarity could dwell on for long. A bell sounded tinnily through the cavernous metallic belly of the cargo bay, likely coming from on deck. Pinkie’s tummy rumbled. She mouthed the words ‘dinner bell’.

There was a commotion from deeper into the hold. Ponies yelling in pain and alarm, along with the sound of metal against metal. The unicorn officer’s head shot up. Octavia flowed forward, her hooves not making more than a whispered sound against the wooden planks covering the floor.

The unicorn seemed to sense something. He turned back around with commendable speed, his horn lit and brightened toward a layer of overglow.

Octavia must have already been moving, but Rarity could barely follow her. There was a flash and a sharp crackle of static. The floor was left smoking where the earth pony once stood. That elegant grey form landed almost a pony length to the side, her body leaning and legs apart to slow her momentum. Her long mane whipped around her face. Rarity heard more of the rustling fabric of her dress than the strike of her hooves.

The glow of a levitation spell flowed over the grip of one of the officer’s pistols. He began to lift the enchanted weapon free of its loop. “What is the meani—”

His question was cut off when a grey shape drove itself against the pistol. Rarity heard Octavia’s hoof that time. There was a splintering snap and then a metallic crash as she drove the weapon out of the soldier’s grip and against his armored chest. It shattered like a cheap toy, the complex workings flying apart in a shower of springs and bolts. The lighting enchantment came apart in a similar fashion, creating a shower of burning sparks. Her momentum carried forward from her sudden leap, driving the larger stallion back, making him stumble.

There wasn’t a shred of wasted motion or hesitation in that leap, so far as Rarity could tell. Octavia’s mane hadn’t had the chance to settle back into place before she had coiled like a spring and dove forward, tail following behind like a stream of ink. Even that impact appeared to be just the prelude for something else, her posture lowered, her legs gathered under her dress.

Orange-gold light spread across her grey coat and dark clothing. Her forward momentum stopped, allowing the unicorn to gain his footing. He magically lifted her from her hooves and floated her back out of reach as he drew his second pistol.

Rarity bit her lip. It wasn’t often that she contested another pony in a contest of levitation. Brute strength was hardly her forte, but it was life and death for a pony. She started to feed magic into her horn.

Yet, before Rarity could so much as form her spell, the officer's hold on the earth mare flickered. Octavia’s back legs dropped down, suddenly obeying gravity once more. It left her in an awkward, upright position, but that didn’t seem to faze her. She shook her right foreleg in a particular, sharp way. Something glimmering and bronze snapped out from under her sleeve. There wasn’t much time for Rarity to examine it, quick eyes or not. The grey mare kicked a hoof against the ground, using that lingering magical hold to keep her front half in the air. She spun on one hoof like a pegasus dancer. If it weren’t for the bright flash and the sudden spark of grounding magic, Rarity likely would have missed the point where the unicorn was struck.

The spell holding Octavia vanished. She landed on three legs with graceful poise. Attached to her raised foreleg was a blade, perfectly polished and gleaming. It had a strange hinge in the center of the blade, a snap-open mechanism of springs or magic to allow it to be concealed, Rarity wagered. Aesthetics didn’t seem to be an afterthought; silver scrollwork swirled tastefully down the weapon. Several glimmering rubies followed the centerline of the lower half, likely the anchor for unicorn enchantments.

The soldier was in a rather less beautiful, or well-armed, state. He had a hoof clamped over his horn, pressing down against it to staunch the blood flowing down his face, or perhaps to sooth the burns from his own wildly arcing magic. His teeth were grit, and his breathing labored, like someone trying not to howl with pain. Rarity didn’t blame him.

“I’ve severed your horn above the second radial spiral. As such, it will grow back within four to six months,” Octavia said, voice genteel, as if she were talking about the weather. She flicked away the severed horntip which lay on the floor at the unicorn’s hooves using the tip of her sword. The mare raised her blade unhurriedly, so its point rested against the stallion’s throat, just above his barding. “I’ve been asked to take you alive, and so I shall. Your honorable surrender will ensure that no further harm will come to you. And I give my own word of honor to that effect.”

Rarity leaned back from the crack she peered through, letting her uncast magic fade. The cubbeyhole sank back into darkness, which was all the better for concealing the blush that coloured her cheeks and ears. “Oh my,” Rarity murmured, almost huskily. “What in Celestia’s name is a mare that beautiful doing on a scow like this?”

The noblemare managed to keep her squirming place for a few seconds before her willpower collapsed and she pressed an eye back to the sliver of light she’d been peeking through.

=====☼=====

“Now don’t feel bad,” Surprise said, kicking away a wheel-lock with her hoof, sending it spinning closer to the galley doors. It sounded as if things had settled in that part of the ship, too, given the renewed quiet. “Close quarters aren’t great for you guys. We’re meant for fighting in the open air, right? And you couldn’t have known there’d be one of those old-school, old-world, old-style Kicker types waiting for you.”

The white pegasus reached out and irritatingly patted a powder-blue counterpart atop the head. “Could have happened to the best of us,” Surprise said. It didn’t seem to do wonders for the already dazed soldier mare. She groaned groggily.

Cloud Kicker flexed her wings, showing off the deadly sharp blades running down the sides. “Can’t fault good design,” she said, smirking proudly. “I wouldn’t say you’re in a position to negotiate right now, so sit tight and wait until we get away quick and clean. Struggling’s just going to humiliate you, at this point.”

“And not the good kind. Where you and Cloudy agree on a special word beforehand. Like ‘pomelo’ or something.” Surprise explained. The other pegasus, a large brown stallion, just hatefully glared at her, holding one foreleg over the nasty looking wingblade wound on the other.

Cloud gave Surprise a look. She didn’t frown, but her eyes had a hardened edge to them. “Surprise? Not now.”

“Y'know,” Surprise replied, “there’s something really wrong with a world where you scold me about bedroom talk.”

A loud bangreverberated down the corridor.

Everypony went as still as a statue. Crimson liquid dripped lazily to the deck, slowly at first, then gaining in pace. Cloud looked down at the forming mess at her hooves, her neck stained red. Her legs shook, her armor making a racket. She dropped to the deck like a metal-jacketed stone.

“A Kicker? What an old fossil,” mocked a voice from behind them. One of the guards, in gleaming unicorn barding. His coat was cream and he sported a short but neatly trimmed moustache. “‘Tis one less fool in the world prattling on about Celestine myths and grand heritage. Regardless...” He turned the magelock on Surprise. The end of the barrel was still smoking.

It was a futile threat, to be sure. As impressive as those enchanted firearms were, they still took long seconds to reload. Surprise shook herself out of her blinking stupor, squashed the urge to run uselessly to Cloud’s side, and arched her wings out to nearly touch both sides of the corridor. A single sharp cut of feathers and pegasus magic flung her like a cannonball down the hallway, her forelegs extended toward the unicorn, her body bracing to take the impact. She was halfway to him before he could so much as twitch backward in shock. Against the ship’s undisputed fastest pegasus, no mere unicorn could hope to move quickly enough.

It was unfortunate, then, that unicorns didn’t need to move at all.

His horn glowed an ominous purple. “Ruffians, all of you.” The magic spread over Surprise like a tide. A contemptuous flick of his head was all that was needed to alter her path, sending her hurtling into the bulkhead.

Surprise’s wing wrenched painfully from the collision, sending her into a wild spin, her gathered speed working against her. Her world became all vertigo and jarring, brutal impacts as she careened from bulkhead to deck, skidding and bouncing. She had, at best, a dazed awareness of the unicorn raising a foreleg to avoid touching her as she rolled to a stop at his hooves.

A second glowing pistol rose into her sight. She stared down its barrel for only a second before squeezing her eyes shut. An icy ball of resigned despair grew in her belly.

“Always be prepared, I say,” the guard said, picking up the first pistol with his magic. “There is, however, only one sentence for those who attack the Regent’s po—”

He felt a tapping on his shoulder.

Snorting, he applied pressure on Surprise with a hoof, keeping her pinned. “Have you secured the lower…” He only gave a half-glance to whoever was behind him, but had to double take at the sight.

The pony who tapped was a mess: all snot-dripping muzzle, bloodshot eyes, and unstylishly flattened mane. Layer upon layer of blankets were wrapped around her, trailing behind like a particularly fashion-blind foal’s attempt at a wedding dress. Lyra frowned, although the squelchy sound of her sniffing made her appear less than intimidating. She opened her mouth to say something, then stopped, closing her eyes. Then she sneezed.

Right into the stallion’s face.

He let out a curse, stumbling and whipping his pistol ‘round. He fired almost immediately. His haste proved to be a mistake, as the shot missed Lyra and embedded itself into the bulkhead next to her. The blast woke the sick pony up more than soup ever could. Her forehoof shot out of its blanket-shroud and collided with the guard’s horn with a bony thud and a crackle of disrupted magic.

His face contorted and twisted as he let out a pained grunt. He swayed, his hooves seeking out a more stable surface to stand on than a prone pegasus. His levitation spell only just held onto his gun.

Surprise cracked open an eye and took in the scene with proper pegasus haste. She tried to fling herself upward, but bruised, shocked, and swollen muscle refused to properly respond. So she did the next best thing: she turned her head and bit down on the tendon at the back of the unicorn’s rear leg.

With a cry of pain and fury, he glanced back and lashed out, sending the hoof of his unbitten back leg crashing into Surprise’s muzzle. Her head snapped back with a yelp, one of her forelegs rising to cover her face.

Lyra growled, throwing all her sheets right atop the stallion’s head, leaving her wearing nothing but her golden lyre mark. The soldier thrashed, and a purple light spread across the blankets, to begin to toss them away. Lyra didn’t relent, however; she kicked at his forelegs, sending the already off-balance unicorn sprawling. He hadn’t even begun to gather his wits when the bare unicorn began stamping all around on the covers where she thought his head was. She might have been a small, willowy example of a unicorn, but it still didn’t take long before the covered pony ceased struggling. Not that Lyra seemed inclined to stop.

White forelegs and wings from a larger mare made a non-issue of her intentions. They wrapped tightly around the mint-coloured unicorn as Surprise all but collapsed against her side. “Sweetie, stop,” Surprise said, voice in some strange space between soft and firm. “You won, okay? Marefriend saved. Much loving assured.”

Surprise nuzzled against Lyra’s cheek, trying to grab her attention. She offered a smile that would have been far more reassuring if not for the way the pegasus’s eye was swelling, or the way blood carved a stark path of red down from the side of her lip.

Lyra sniffled. Whether it was from her illness or her emotional state was unclear. “I just saw… then I thought…”

“Where’s… my hug? Or my naked mare?” An out-of-breath voice from down the corridor cut in. “I got two of the bad guys, for buck’s sake.”

The red-armored pegasus was standing with her wings flared, the viciously sharp blades along the leading edge of each of her wings pressed up against one captive pegasus’s throat. A hoof was pressed against her own. The scarlet armor did little to hide the darker red liquid that poured over it.

“I’ll take the consolation prize of you two getting your flanks over here, so I can pass out properly.”

“Cloudy! You’re okay…ish!” Surprise placed a kiss on Lyra’s brow, and—after a moment of hesitation—disentangled herself from the mint mare. She started to stretch out a wing to fly, but a sharp pain shooting down it convinced her otherwise. With proper movement out of the picture, she galloped along the hateful ground instead.

She sat herself down on her haunches in front of Cloud Kicker, almost skidding to a stop. She reached out with a foreleg to prod at the hoof covering the armored pegasus’s throat. “Lemme see.” She batted the hoof away when it was proving too slow to move, and gave a queasy nod after a moment of inspection. “Yeah. Definitely a hole in your neck. Ew. But you’re alive, so I guess it missed the vital stuff? So, um, if this comes up, we were totally just overwhelmed in the heat of battle, okay? I won’t tell the Captain we got ambushed while we were taunting the baddies if you won’t.”

“Yeah, sure,” Cloud said agreeably, before pitching forward into Surprise’s grasp.

Lyra also fell to the deck, shivering and sniffling. Unethuastically, she lamely waved her forelegs in the air. “We won. Yaaaaaaaay…” She then plopped her cheek down against the floorboards.

Surpise lowered Cloud Kicker’s limp body to the ground, or at least helped to slow her weighty, metallic collapse. She looked up to meet the gaze of the other two soldiers. The ones who, while wounded, didn’t have blades to their throats any longer.

The gaze held through several seconds before Surprise scampered back. She reached down to pluck a hammer from one of the loops on her bandoleer of tools. “Sweetie?” she called out, voice slightly slurred by the wooden handle between her teeth. “Can you be a hero just a biiit longer?”

Lyra, with great effort, slowly raised her head. “What noooow…?”

=====☼=====

“I can’t believe that worked,” Trixie said, stepping over the unconscious form of an armored pony, careful to avoid the shards of broken green glass. She pushed a helmet with a hoof-shaped dent out of the way. “Trixie could have seen the bottle to the face a mile away, the way you were brandishing it about. But the hoofful of pepper had a certain deviousness to it. I told you that you just had to distract them. Trixie had a clear enough view from the cupboard to cast a sleep spell.”

“Maybe, but I would’ve been riddled with bullet holes if I didn’t pummel them,” Berry replied, nudging an unconscious guard with her hoof. “Besides. It’ll save you more energy for the bigger illusion we’ll need to make an escape.”

Trixie scooped up the wheel-lock in question with a levitation spell. “That explains the pegasus.” She used the end of the gun to prod the armored side of a fallen earth stallion. “Not so much this one.” The blue mare breathed an exasperated sigh. She pulled a towel from the bulkhead, levitating it against the freely bleeding triple-cut wound of a hoof-claw on Berry’s chest, which the other mare seemed to be ignoring. “Idiot,” she muttered, almost fondly. “I just finished yelling at you for not taking orders.”

Berry looked down at Trixie tending to her wounds and smirked. “Aaaw. The Great and Powerful Sky-captain Trixie does care after all. I’m touched. Bleeding, but touched.”

“Hmph!” The unicorn turned her muzzle up in haughty disdain. “If you died now, Trixie would never figure out what you brought on board while we were here. Your mouthwriting is the worst I’ve ever seen. Honestly, an earth pony quartermaster. What had Trixie been drinking?”

“That lovely Canterlot wine I managed to smuggle in? The 898? From when they could still grow grapes around here?” Berry licked her lips, almost salivating at the thought. “Mmm. Simply beautiful concoctions.”

“Oh, right. I suppose that did help with buttering that Governor up to ‘lose’ Big Mac on his way to the gallows.” Trixie wore a thoughtful look as she strode from the galley with Berry in tow. “Fine. You can keep the job, for now. Make sure the crew have things secured for storm. We may need to make some quick maneuvers.”

Berry gave her a serious nod. “On it, Captain.” She placed a hoof on the towel, still held in place by Trixie’s magic, and grinned. “Permission to leave?”

“Now you’re the paragon of proper discipline? Go. And get someone to look at those damned cuts. All you earth ponies always think you’re invin—” Trixie paused after opening the galley door, to boggle at the scene before her. One of her marine commanders was collapsed, bleeding from the neck. Her face-swollen first mate was trying her best to look dangerous while holding a tiny hammer. And of course, one very nude teal unicorn levitating a pistol in a shaky magical hold.

The last one made Trixie do a double take.

“Why are all of Trixie’s officers—” she inclined her head in Lyra’s direction while adding, “—and naked doxies, half-dead? We have marines for this sort of thing. Or at least we’d better, due to how many of my bits are going to paying for some.”

“I don’t know, but…” Berry strode past the three, approaching the two captive guards. She carefully outstretched her hooves towards their heads and stroked their cheeks softly, before smacking their heads together and knocking them out cold. “Problem solved.” They fell forward at the same time Lyra’s gun dropped to the deck.

“Well done,” Trixie said with a satisfied nod. Her magic enveloped Cloud Kicker’s ear and gave it a twist until the mare squirmed and brought a foreleg up half-heartedly to cover it. Seemingly satisfied with that, she wrapped Surprise up in a field of pink light, lifted her up, and continued on her way. “Trixie is convinced: More earth ponies are needed after all. Stow the captives, and get Lieutenant Kicker to the medics.”

Lyra sniffed, rolling over lazily. “What about me…?”

“Just do what you do best, Lyra,” Berry said, grunting as she lifted Cloud onto her back. Her steps were heavier, but she went down the corridor with a good speed. Lyra just sighed with relief and slowly inch-wormed her way back to her room.

“Love you, Lyra!” the hovering, upside-down Surprise called, before she floated around the corner. She flailed a foreleg in an energetic wave.

The unicorn glanced back before lowering her head in abject defeat. “And why did Trixie bring you on as her first mate?”

“Dunno!” Surprise quickly answered. “Because I made the ship?”

“Right.”

“Maybe because I made you not-evil?”

“Trixie wasn’t ever evil. It just took her some time to figure out how bad the Lord Re—”

“Because you’re actually secretly a filly-fooler and most of your crew is made up of really, really pretty mares? With just a few token stal—”

“Oh, look!” Trixie hurriedly cut in. “Here we are, time to work.” She dropped the pegasus unceremoniously onto the deck.

Trixie glanced around, something made easier by her distressing lack of a proper hat. Pegasus crewmembers were pulling down the canvas and lines from the envelope over the ship. Others were bringing in the rigging from the side. Trixie noted with no small satisfaction that they were making good time. Their motions were quick, but not panicked. A wispy, yellow-grey fog beginning to drift over the deck spoke to the fact that they’d already ascended to Canterlot’s ever-present and often noxious cloud cover. “Boatswain! Report!”

“Wings almost done. Mares are workin’ on the nameplate,” he replied with simple efficiency.

Trixie gave a short nod in return. A pony could always count on Big Mac not to add useless, flowery details. She cut a silent glare in Surprise’s direction. She didn’t have token stallions! She had the best ponies, if not always the most squared away, by the standards of her naval days. It wasn’t her fault that mares were just obviously more capable in general.

“Excellent. Bring us about. I want to be going in a different direction than they saw us heading when we left. And somepony get my hat back from the second mate.” Trixie’s horn flared. A breeze kicked up and whistled over the deck, making Trixie’s coat flutter oh-so-dramatically. She lifted her muzzle and raised a foreleg in a poised position. “It’s time for The Great and Powerful Sky-captain Trixie to prove once again that she’s the greatest unicorn in all Equestria.”

Trixie closed her eyes. She drew a slow breath inward, getting a feel for the air, for the ship, for the crew. She reached for that familiar bit of her center.

The ship was her stage, and every activity on it her show. And like all the best performances, Trixie was at its center.

Trixie poured her magic—herself—out into the world around her. The rose-pink light of her soul leapt out of her to trace sprawling, eldritch symbols onto the floorboards. Unreadable lettering, scattered and hovering in the air, seemed to pull the light from the rest of the deck, darkening it. Layer after layer of magical energy formed and constructed itself around her horn, singling her out as a beacon in the darkness. Crackling flickers of grounding magic traced slender, ragged bolts between that pink fire and the conductive nails hammered into the wooden deck. A hush fell over the crew.

The symbols didn’t do a damned thing. Neither did the spreading flickers of pegasus-fire creeping along lines and masts. Trixie’s spell didn’t need ponies’ coats to tingle and threaten to stand on end. But Trixie certainly needed it. The glorious spectacle. The quiet awe. The sense of weighty potential in the air. The unmistakable knowledge that some great work of magical skill, unseen in centuries, was happening on that very ship again, with even more unparalleled flair than last time.

Wind whipped as a vortex formed around the mare, blowing her overcoat, tail, and mane around wildly. For once it wasn’t just show. The magic around her gathered until it almost burned… but only for a second. Just long enough to set her brilliant spellwork in order and release it into the world. A cloak of rose magic poured along brass, iron, and sailcloth like a layer of clinging mercury. When it passed, it left a different ship behind.

Gone were heavy riveted plates of the hull, replaced by bright ivory paint and gilded embellishments. Hidden ports became elegant windows, polished to near-mirror reflection. The profile of the ship was subtly elongated toward a more graceful, flowing shape, adorned with graceful, fluted fins. The envelope, formally a dusky blue-grey—which easily blended in with the sky at nearly any hour—was now a shining violet, decorated with a splash of stars swirling back from the leading bulge.

A graceful plaque of gold and polished wood on the side proclaimed it the ‘Lady Regent Wisteria’. A fitting name, Trixie thought, for the pompous, overly-pretty luxury cruiser it now appeared to be.

Trixie tapped a hoof against the deck, now seemingly a highly polished affair of exotic teak, with every appearance of pride. The movement helped to hide the shaking weakness starting to afflict her limbs, to say nothing of the numbing cold. She resisted the urge to huddle deeper into her thick coat. Instead, she rose with a dignified gravity, keeping her muzzle held high. She cleared her throat, to make sure it didn’t start with a whispered squeak.

“Bring her above the clouds, Miss Flitter. Make a pass by Upper Canterlot, then make a course northward,” Trixie said, her voice reasonably steady even at a volume that carried across the deck. She took a certain pride in that. There was once a time when an illusion of that magnitude would have left her insensate and bedridden for a week. These days she could remain conscious even with an added bit of visual sparkle.

She could stand, she could shout, and she was even managing to keep herself from shivering too badly, but the question begged: could she manage to walk? Trixie lifted a hoof and immediately her other legs began to wobble their way toward collapse.

Then the boatswain was there, bringing his enormous bulk to her side. If Trixie wasn’t so happy to see him, she’d have bristled at the way he towered above her, overshadowing her. As it was, she subtly leaned her weight against him, breathing a quivering sigh of grateful relief.

“Some ‘a Thunderlane’s mares are sayin’ that the Regent’s men are gettin’ rowdy. Gearin’ up for a chase, I reckon,” the enormous stallion said, casually, as if all he was doing was delivering a report, and nothing else.

“Well, hopefully they’ll be ‘getting rowdy’ for a merchant ship, not a luxury liner,” Trixie said, with an agreeable nod. She was more than happy to play up the image of normalcy. “We’d best get Trixie out of sight again, and get our second mate back up here to play Captain. If you’ll show me down to my cabin, Mac? I need a moment to recover before we find out what this is all about from our ‘guests’.”

There was only one answer to that. “Eeyup.”

Trixie pressed herself that much more heavily against Big Mac’s immoveable solidity as she took her first steps. She could barely feel the wood underhoof, and she felt far too much vis-a-vis the throbbing headache building behind her eyes, but that was nothing new. A bit of magic depletion was a paltry cost for the safety of her ship, to say nothing of demonstrating yet again why the self-proclaimed title of Equestria’s Greatest Unicorn was a criminal understatement.

It would be an exaggeration to say the thought added a spring to the Captain’s step, but it most certainly kept her head high. She allowed herself a slightly smug smile. “It’s very good to be Trixie, Mac.”

“Eeyup.”

=====☼=====

Pinkie walked out onto the deck, stretched, then wiggled her legs around to get all the tinglies out of them. Being cooped up in that dark closet wasn’t good for her joints, as proven by how they sounded like party poppers only with more relief and less mess and paper crowns and stuff.

She’d been stuck there for hours after the soldiers had been knocked out. Ships and pegasi had been pouring out of Canterlot and some had inevitably poked their muzzles in the direction of… whatever the ship was really called. Pinkie wasn’t surprised that they didn’t get too nosy, though. The ship was looking posh, fancy, and shmancy, and nopony really wanted to bother a bunch of rich unicorn guests. But Pinkie found it hard to believe anypony could fail to be interested in an exciting story of gendarme chases and such.

The ship wasn’t the only pretty thing in the sky. There were lots of fluffy clouds around them. Even just those few hours away, they were already a lot nicer-looking the the usual yellowy-blacky-grey of the clouds over Canterlot. They were like bleached cotton candy. As kinda-tasty as they looked, it didn’t make for much of a view. Pinkie leaned against the side of the ship anyway, letting the wind blow about her mane.

The sound of scuttling was close by. Pinkie looked down to see Gummy climb up her leg and make himself at home in her fluffy-puffy mane. “Hey, Gummy,” she sighed, unable to even see the ground because of the cumulus cloud cover under them. “Guess we’re not going home anytime soon, huh?”

That was probably the end of her little shop, as much as she hated to admit it. It wouldn’t be long before robbers broke in and took all her stuff. She didn’t blame them, of course. This way her toys would at least get enjoyed by somepony, eventually. But she wouldn’t be there to negotiate a better deal between them. And Time Turner had always had his eye on the tool set Father had given her. It would have been nice if he’d gotten that, but he didn’t seem like the robbing type. Pinkie doubted he even owned one of those funny black masks.

The hoofsteps approaching behind her, timed so perfectly that Pinkie could have built a clock by them, could only have belonged to one pony. Well, probably two with that Octavia mare that Rarity was all googly-eyed over, but she was far sneakier. “Pinkie Pie,” that familiar voice began. Rarity didn’t sound any different. The same Canterlot-y accent. The same tone that sounded like a really rich, smooth piece of chocolate. The sort that could make a pony feel all warm and squiggly inside after eating it. And you’d never, ever know it had a really cold, hard core of bad toffee that made your teeth all achey. At least, not until you bit into it, and it was too late. “I never did get to explain things to you.”

Pinkie’s ears twitched. She turned her head towards Rarity, but only a teeny bit. It was enough.

At the very least, Rarity seemed to take it as invitation to talk. “The… Captain is expecting us in her cabin soon. And I’ll do my best to explain things there. Insofar as I can, and should.” She took a step forward, to place herself alongside the pony-plus-gator. “There is something far more important I need do, first.”

Pinkie just stared at her, waiting. Oh, how she did want to say something. But brain, mouth, and heart didn’t always get along well, so they sometimes made big mistakes.

Rarity turned, at least enough to raise one white hoof to place it on Pinkie’s shoulder. “I don’t regret what I did, to earn myself the chase. But I wish I’d chosen someone else to ask for aid. If I’d been thinking at all clearly, I wouldn’t have showed up in your shop. I wouldn’t have ruined the life of such a wonderful and good pony. No matter how important this might be, I can’t justify that.” She dipped her muzzle and folded her ears in a look of perfect contrition. “I’m sorry, Pinkie Pie. For your shop. For all the ponies you would have helped.”

Silence was the option Pinkie stuck with; her brain was thinking way too many things, unable to believe that Rarity thought that—a bunch’a lost stuff—was the problem. Her heart was feeling way too many things to figure out what needed doing. Her mouth wanted to say too many things, too. So in the end, it was her leg that stepped up to the plate. She raised a foreleg and showed Rarity her hoof. It was dirty, damp, a little bruised…

… and soaked in the now-dried lifeblood from what was once a living pony.

Without another word, her legs took her away from Rarity and down below decks, leaving the unicorn alone.

Author's Note

Thanks to our pre-readers, Dusk Watch, 621Chopsuey, and Web of Hope. Likewise thanks to my enigmatic proofer, who likely corrected more mistakes than there are words in the chapter.